


Guys' Trip: Plunder and Lightning

by PerkyGoth14



Category: Talespin (Cartoon)
Genre: Gen
Language: English
Status: Completed
Published: 2021-02-21
Updated: 2021-02-21
Packaged: 2021-03-17 21:06:57
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 8
Words: 24,970
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29598741
Author URL: https://archiveofourown.org/users/PerkyGoth14/pseuds/PerkyGoth14
Summary: Cherry and Mo leave the cabin, leaving the guys, Atticus, Lionel, and Thor alone with nothing to do. That is, until they're called away to vacation for two weeks in a place called Cape Suzette. However, it's not any ordinary vacation as they meet Baloo, who is a sloth bear pilot, and a homeless bear cub named Kit Cloudkicker and help them out in a brand new world of adventure.





	1. Chapter 1

It had been two weeks since the group had graduated, and they were settling into their rented cabin quite nicely. Granted, living in the Supernatural Realm was a bit bizarre, but it had its perks.

"This world is strange from the one we were just in." Johan said to the others.

"Ah, you'll get used to it," Thor replied. "At least we're all together."

"Yes, I guess that's true," Johan nodded from that. "Also my sister and I have gotten real close with you guys ever since we graduated together and took care of President Lex Luthor."

"Yep!" Thor beamed. "Nothing is gonna tear us apart."

"Actually, I'm heading to Hope Island for the week," explained Mo. "Drell said that I could find more information about my powers there."

"Huh? Oh... Well... Have fun with that..." Thor said softly.

"Don't worry," Mo smiled. "I'll be back. I'm pretty excited to explore though."

"Yeah, and this way you three can hang out until we come back." Cherry added.

"Oh, you're going with Mo too?" asked Lionel.

"No. Aunt Selina is doing some special work and needs my help," Cherry replied. "...Actually, we're just going to hang out together, but I'll be back in two weeks as well."

Thor had a bit of a puppy dog pout from that.

"Aw, come on, don't be like that," Cherry said to him. "It's not like I'm gone forever."

"Yeah; it's only two weeks," Lionel added. "Besides... This is our time to get closer as only bros can!"

"Yeah... I guess..." Thor sighed.

Cherry hugged them both to kiss both of their cheeks. "I'm sure you can find some way to have fun without us girls around." she then told them once she let go.

"She makes a good point," Atticus replied as he finished hugging Mo. "After all, we're high school graduates! The multiverse is our oyster! We can do... Almost anything!"

"That's the spirit!" Mo smiled at Atticus. "You take care."

"I'll miss you lots, but have a good time." Atticus smiled back.

And so, the boys watched and waved as the girls both set off.

"Well... What to do with our first two weeks?" asked Thor.

"Well, Drell should show up and tell us we have some adventure somewhere any minute now." Lionel replied.

"I wonder what it could be?" Atticus remarked.

"I guess with Uncle, it could be anything," Thor replied. "Hopefully it's something good."

"Yeah... Guess we'll wait..." Atticus said before he turned on the TV with the remote to keep themselves occupied until then.

* * *

A few minutes later, Drell poofed into the cabin.

"Okay, boys, pack your bags," he told them. "You're going to a seaside town called Cape Suzette!"

The boys looked at each other.

"Now if there aren't any questions-" Drell began.

"What took you so long?" Lionel asked.

"Where's Cape Suzette?" Atticus asked.

"Is it something you eat?" Thor asked.

Drell narrowed his eyes from that. The boys then grinned sheepishly before they went to get their bags. Soon, all three of them were dressed and packed up.

"One more touch..." Drell nodded before he snapped his fingers and turned the three into different animals: Lionel became an anthropomorphic cat with green eyes and black fur; Thor became an anthropomorphic badger with white fur and brown spots, and Atticus became an anthropomorphic rabbit with dark brown fur and blue eyes. "Yeah, Cape Suzette is full of humanoid animals, so you'll need to blend in." he then explained.

"Well... I guess we could do that..." Thor said as he took a look at himself, or at least tried to.

"You're gonna take us there, right?" Atticus then asked. "I mean, we've never heard of this place."

"Well, obviously," Drell replied as he zapped them into his car. "Now buckle up, we should be there in a few minutes."

"Oh, boy, here we go..." Thor said as he and the others soon fastened up.

"It's gonna be a bumpy ride." Atticus added.

Drell started the engine and drove through a portal, which took 12 minutes to travel through entirely; by the time that they were done, they came to a stop on top of a pier, linked to a cabana-looking place called "Louie's".

"Looks cool enough." Atticus smiled at the sight.

"Well, guess you three had better head inside." Drell replied.

"You're gonna leave us here?" Thor asked.

"It's your adventure," Drell shrugged. "...I guess I could give you a few pointers, but you know the rules, Shortstuff."

"He's right," Lionel nodded. "So let's go on in."

The three boys looked at each other as they came inside to explore the place up close. It seemed to be a busy day so far with a bit of laughter going on.

"Well, it looks like these guys know to have a good time," Thor beamed at Atticus and Lionel. "These are... My people!"

"Yeah, you and me both." Lionel smirked.

"Man-oh-man, Baloo," grumbled an orangutan in a flower-print Hawaiian shirt. "Sometimes running this place is like workin' in a zoo!"

"He-Hey, Louie; you gotta learn my secret to re-lax-ation." replied a bear in a beige shirt and a pilot's cap.

"Oh? And what's that, cous?" The orangutan then asked the bear.

"Hoho, oh, yeah man! He-Hey!" The bear chuckled as he snapped his fingers as some music started so he started to dance. "When life down here's a thunder cloud, I take off for the air, I soar above the madding crowd without a single care, I'm not one to stick around when problems start to brew~"

Thor began to dance along as he came towards the bear.

"Careful, Thor!" Atticus warned.

"So see you later, navigator~" said Louie.

"I know just what to do!" Baloo sang as he got on top of a table. "I'm gone (he's gonna fly), I'm gone (adios, bye, bye); Don't trouble me with troubles, man, I'm gone (oh, he's gone)! I'm gone (wait a minute), I am gone (sky's the limit); I love to be above it all, I'm gone!~"

Thor laughed as he soon danced with Baloo, having the time of his life already.

"Hey... Nice moves..." Baloo smiled at him.

"I just move to the music!" Thor smiled back.

"Well, you're good at it!" Baloo grinned. "(He's gone!) Oooh, yeah! (He's gone!) Lay it on me, Jack! (Don't trouble him with trouble, man, he's gone!) (He's gone!) Solid, Jackson! (He's gone!) You better believe it! (He loves to be above it all, he's gone!) I love to be above it all, I'm gone!~"

Atticus and Lionel watched as Thor and Baloo danced to their own little groove together. Atticus stopped in his place though as he held his hand over his ear as he thought he heard something with his super-hearing. The door of Louie's soon slammed open and in slid a bear cub as he viciously bumped into six patrons and their chair, bouncing around like a pinball; and then spiraled off his airfoil and headbutted Baloo right in the midsection, causing the bear to go flying stage suddenly to a massive thud on the stage as the cub landed on Baloo's belly.

"Well, well; what have we here?" Baloo asked as he took a look at the young cub.

"Maybe it's a Cub Scout." Thor grinned with a wink as he tried to tell a joke.

Just then, a burly-looking dog came into the restaurant. "C'mere, you half-pint hitchhiker!" he growled at the youngster, but Baloo stopped him.

"Hey, cut the kid some slack, jack!" Baloo protested.

"Yeah, listen to the fat lady!" The cub replied.

"Lady?!" Baloo asked.

"Whatever..." The cub remarked.

"I-I-I didn't know he was a pal of yours, Baloo. No hard feelings, okay?" The dog smiled nervously before he patted the bear cub on the head and decided to leave. "Heh, heh. Nice kid."

"Now don't let the door hit ya where the dog should've bit ya." Thor glared.

"Is that s'posed to mean something?" The dog glared back at him.

"Maybe it does..." Thor glared with thunder in his eyes. "Do not poke me, sir, I will attack if poked far enough."

The dog just turned and left as Baloo discarded his fruit hat.

"That was quite an entrance, li'l britches." Baloo told the cub.

"Hey, you're a pilot!" The cub exclaimed.

"Last I checked." Baloo replied proudly.

"Are ya good?" asked the cub.

Baloo chuckled. "The best, kid."

"Humble, aren't we?" Thor asked.

"Well, you'd know it was true if you were from around here," Baloo replied. "I can tell that you aren't though."

"Nuh-uh," Thor shook his head before grabbing Lionel and Atticus beside him. "Neither are they."

"Um... I'm gonna be a pilot someday." The bear cub then spoke up.

"Yeah. Bet you will be too," Baloo replied before he noticed the box under the bear cub's arm as he was about to reach out. "Hey, nice luggage."

"Hands off!" The bear cub glared defensively. "It's mine!"

"Easy, kid. I'm just admiring," Baloo told him before he decided to leave. "Well, see you in the funny papers."

"Kid, you should probably get home or something," Atticus said to the bear cub. "Your parents are probably worried about you."

"I don't _have_ parents," The bear cub replied. "They've been dead for three years."

"Oh..." Atticus winced. "...I-I'm sorry I didn't know."

"No one ever does..." The bear cub said lowly.

Just then, the doors were kicked open.

"I am sorry to fracture the festivities..." explained a red wolf with an accent that sounded like a mix of Spanish, Italian and French. "But I have a brief announcement."

The cub quickly hid behind some barrels as the devious-looking character entered the establishment with his two lackeys; he picked up a drink and guzzled it down.

"Get outta my place, Karnage!" Louie scowled as he approached the Sky Pirates' leader, but he soon found himself looking down the business end of his cutlass.

"Nah-ah-ah!" Karnage smirked as he held out his sword at Louie in a threatening way. "Now, I am looking for a boy who has stolen something from me."

The bear cub was at the staircase and hid behind a Tiki mask.

"Hand him over, and I will leave peacefully," Karnage then demanded. "If not...!"

A henchman raised his rifle and shot the ceiling, causing a large hole in the roof. The bear cub looked on and then put the box inside one of the Tiki masks. Atticus, Thor, and Lionel hid away together by themselves.

"Guys, I think that was that kid we saw earlier." Atticus whispered.

"Gee, you think so?" Lionel remarked as the boy hid something where he was.

"You have made Don Karnage, which is ME, VERY UNHAPPY!" declared Don Karnage as he sliced one of the tables in half. "Boys? Tear the place asunder!"

"Don't bother!" The boy remarked. "I was just on my way out!"

"GET HIM!" Karnage ordered; his henchmen ran towards the boy, but they were knocked over by a large barrel rolling towards them.

"Oops~" Atticus smirked.

"What's this now?" Karnage glared.

"Hey, you filthy fox!" Thor glared back. "Leave that kid alone!"

"Bah! I do not have time to waste weeth you, lumbering oaf!" Don Karnage spat.

"It's been fun, but I gotta run!" The boy exclaimed as he grabbed onto a rope and swung out the window.

"Quick, let's follow!" Lionel told the others.

"Yeah!" Atticus and Thor replied.

They then came after the young bear cub as he ran as far as he could across the pier.

"Oh, baby. That's my girl," Baloo smiled as he came to a plane outside as he came inside of it as it was his own. "Hmm hmm hmm." he then heard tapping out of nowhere and saw the bear cub hanging from the top of the window from the navigator's side of the plane.

"Hello?" The bear cub called with Atticus, Lionel, and Thor.

"Oh, hiya; guys," Baloo greeted as he tipped his hat at them. "You need a lift?"

"Mm-hmm!" The four nodded as they nearly slid outside.

"Okay by me," Baloo replied as he decided to help them. "Though it's comfier inside."

"Good to know!" Atticus replied.

* * *

Soon, the four stowaways were now properly inside the plane.

"Whoa... What a great plane." Lionel remarked.

"A Conwing L-16, right?" The cub asked Baloo.

Baloo chuckled. "Good eye, kid!" he complimented. "I call her The Sea Duck; my best friend. Customized her myself!" He nudged the side, and a compartment fell open, revealing some bottled sodas inside.

"Yeah. Like those engines: Superflight One Hundreds, right?" The bear cub then asked.

"H-Hey! You're all right, kid," Baloo replied as he grabbed the bottles as the bear cub pointed to the engines, using his fingers to flick off the caps off of the bottles of soda as he gave some to share with the boys. "What do they call you?"

"Well... Kit... Kit Cloudkicker..." The bear cub replied.

"Uh, glad to meet you, Kit." Baloo then told him.

"My name is Atticus Fudo and these are my good friends," Atticus added. "Lionel Schwartz and Thor Moltenscar."

"Nice to meet'cha." Lionel and Thor replied in unison.

"Y'know, I'm gonna buy a plane one day." Kit smiled as he took a sip.

"Hope your folks are rich." Baloo smirked.

"I don't _have_ any folks," replied Kit. "But I'm gonna be rich! And soon, too."

"Well, if you're gonna get a plane, ya better know how to fly it." Baloo explained, stepping aside to let Kit take charge.

"M-Me? Really?" The cub asked.

"Knock yourself out." Baloo replied.

"Wow...!" Kit exclaimed as he took hold of the controls.

"Are you sure this is a good idea?" Atticus asked cautiously.

"Gotta humor the little guy." Baloo replied.

They soon flew off with Kit in control, though they seemed to attract the attention of other planes.

"Hey, relax; Li'l Britches. Just hold her steady. That's it," Baloo advised as Kit seemed to be a natural so far. "Say, you're a dandy."

"Yeah, but I can't get my license for five more years." Kit replied as he flew with gusto for his age.

"But when you do, you'll be a regular ace." Baloo smiled.

"Guess it's good to start early sometimes..." Lionel noted as Kit seemed to be great at piloting the plane.

"Yeah, not bad." Thor added.

Gunfire was soon shot out which began to hit the Sea Duck.

"What was that?!" Kit gasped out of fright.

"Back on the street corner I used to hang out on, we called 'em pirates!" Baloo exclaimed as he took the wheel once more.

"Yeah, of the Sky variety!" Lionel added as he buckled himself up tightly.

"Sky Pirates!" Thor gasped.

Thunder boomed and lightning flashed as the planes took off through the clouds.

"Do what you want with the plane, but I want the boy untouched," Karnage growled as he fired a machine gun. "So I can tear him into little bite-sized PIECES!"

"This guy seems like a Crash Bandicoot villain," Thor said. "There's gotta be a way to shoot back before he shoots us down!"

Baloo sent the Sea Duck spinning downwards, only to rise at the last second. "What're they after _me_ for?" he grumbled. "I don't have anything they want!"

Kit looked a bit uneasy. "Not necessarily..." he muttered.

Baloo glared forward as he sent the plane flying high above the clouds.

"This is no time for a Chinese Fire Drill!" Karnage shouted. "FOLLOW THEM!" And he and his planes were soaring after the Sea Duck in a matter of minutes.

"BALOO!" Kit yelped as the Sea Duck drove into a massive cloud.

"Boy... Those guys're tougher to shake off than ticks on a dog," Baloo remarked. "Hold tight, everyone!" And he steered the plane down, down, down towards the ocean.

"No-where to ru~un!" laughed Mad Dog as he flew behind the Sea Duck.

"We're not gonna make it!" Thor exclaimed. "Pull up! Pull up!"

"Now, hold on, hold on..." Baloo replied as he pulled a lever. "Ol' Baloo's not outta tricks just yet."

Two flaps on the wings turned upward, and the Sea Duck managed to glide across the surface, while Mad Dog's plane made a splash-landing.

"Take that!" Atticus smirked.

"You... No one can fly like that!" Kit exclaimed out of excitement.

"Great pilot," Baloo smiled proudly. "Great plane."

"I'll say. So what's next?" Kit soon asked. "A double reverse thimble man? A pretzel twist?"

"Nope," Baloo replied. "A quick exit."

"But you can fly rings around them." Kit replied.

"Don't have to," Baloo told him. "That's Cape Suzette up ahead."

"Ah, yes," Atticus then said. "Our latest adventure destination."

"But we'll never make it in time!" Kit then told Baloo.

"Those puffs of smoke say we will." Baloo then pointed out to the young cub.

"For our sake, let's hope you're right." Lionel replied as they flew towards the canyon.

Suddenly, missiles shot out and blew up the other planes.

"No! The Cape Suzette cannons!" Don Karnage exclaimed, ducking for cover. "Oooh, they make me so angry! Retreat! Retreat!" he ordered his remaining goons. "But very soon, I will be having the last ha-ha... After I get the boy _and_ the box!" he muttered as he flew off.

* * *

"Those bozos can never seem to get past the cliff guns," Baloo laughed. "Drives 'em crazy!"

The boys laughed along from that. They soon flowed along a bit to Cape Suzette which looked like a harmless and peaceful village so far before they came into the city with a great big view.

"Cape Suzette, guys," Baloo welcomed his guests. "Whatya think?"

"Wow!" The boys beamed at the sight.

The SeaDuck flew around the city, showing the group all the sights of the city, and then landed on the harbor on the far left side next to a shack-like building that doubled as a lighthouse complete with white flag. The SeaDuck then stopped at the dock.


	2. Chapter 2

Baloo climbed off the plane, strolled into the building, and plopped down into his armchair. "Ah... It's good to be back." he sighed.

Kit and the others came inside. Kit saw a discarded drink on a table, but when he picked it up, he saw there was gum holding it on the table.

Baloo opened a pizza box, took out the last slice, and gave it a whiff. "You hungry?" he asked.

"Not anymore..." Kit winced.

"I guess we could eat," Lionel shrugged. "We had a light breakfast this morning."

"Food sounds so good right about now." Thor agreed.

"Yeah." Atticus nodded from that.

"Let's see if I have something here," Baloo said as he came to give them some food before he found a paper. "The Sox won the series!"

"That paper is two months old," Kit chuckled before he looked to a pile of paper behind him. "Just like these unpaid bills."

"That's all detail stuff, Kit," Baloo told him. "Me? I'm a big picture kind of guy."

"Probably not the best way to run an airline." Atticus advised as he looked for some food.

"Look, I only work when I have to and no more. Flying is what life's all about," Baloo replied as he looked through his stuff before he found a blue/red baseball cap and tossed it out to Kit as it landed on his head. "Flying is what life's all about. In fact, I've been thinking of having a navigator. Interested?" he then asked.

"Me? Oh, no way," Kit then said. "I gotta get back to Louie's place."

"Didn't we just leave there?" asked Baloo.

"Yeah, an' I wanna go back, okay?" retorted Kit.

"This whole 'tough-guy' routine work on all your friends?" asked Lionel.

Kit's face softened. "...I don't _have_ any friends." he replied.

"Look, sorry, kid," explained Baloo. "But I'm not due back at Louie's for a few weeks."

"But... I have to go now." Kit replied, before a knock on the door drew everyone's attention.

"Maybe it's Girl Scouts?" Thor grinned nervously.

* * *

At the door was a furry hamster in a blue suit, blue pants, striped tie, and black top hat standing in front of said door. "Mr. Baloo?" he then called.

"The one and only." Baloo replied.

"I'm from the Cape Suzette National Bank." The hamster then said.

"Sounds like it's Louie's after all." Atticus suggested.

"I'm here about your plane." The hamster told Baloo.

"Yeah... Ain't she a beauty?" asked the sloth bear.

"You, sir, are delinquent on your last 6 payments," the hamster explained. "And unless funds totaling $3,000 are deposited in our fiduciary institution by 9:00 AM tomorrow morning, we will be forced to foreclose on your aircraft zone." He handed Baloo some paper, and his eyes nearly popped out of his head.

"Was that guy speakin' English?" asked Baloo, bewildered.

"Translation: cough up the cash, or we take your plane." Lionel spelled it out.

"YOU'RE GONNA TAKE MY PLANE?!" Baloo exclaimed, grabbing the hamster by the shirt. "Ya can't; that's my BABY!"

"We have sent numerous notices." explained the hamster.

Baloo then remembered Kit mentioning those a few minutes ago. "I-I thought those were sweepstakes giveaways!" he exclaimed.

"Good day." The hamster said as he walked off.

"But... But 3,000 smackers?!" Baloo moaned as he banged his fist on a nearby outhouse. "NO! What'm I gonna do, what'm I gonna _do?!"_

"Couldn't you just take a job or something?" Kit suggested.

"A job? Kit! You're a genius with a capital J!" Baloo beamed as he put his hands on the bear cub's shoulders.

"Even I know that's not right." Thor narrowed his eyes.

They soon ran on the docks towards the job bulletin board.

"Haha! I'll just find a job here on the old job board." Baloo beamed.

"Can you really make $3,000 this fast?" Atticus asked.

"Yeah, if the job's nasty enough." Baloo nodded.

"All right, let's see what we got then," Atticus said as he took a look with Baloo. "Hmm..."

"Aha! A zoo delivery!" Baloo smiled as he found an option.

"Great. The Sea Duck's as good as yours!" Lionel remarked.

"Yeah, you an' the Sea Duck... Catch you around sometime." Kit said, turning to leave.

But Baloo stopped him before he could go any further. "He-hey, kid; this is too big a job for just one bear. You help us out, an' I'll fly you all to Louie's tomorrow!"

"Really?" Kit asked before he hesitated. "Waaaaait... What exactly are we delivering?"

Baloo rubbed the back of his head. "Well... They're sorta big... An' mean... And-and ugly. And smelly."

Kit gripped his head in aggravation. "Oh, no, not GORILLA-BIRDS!" he groused.

"Gorilla-Birds?" Atticus, Thor, and Lionel repeated curiously.

"I dunno what those are, but I guess we're gonna find out either way." Atticus said to Lionel and Thor.

* * *

A while later, the boys were aboard the Sea Duck, along with a throng of squawking, flapping ostrich-like birds with dodo beaks, purple feet, and green tail feathers.

"Piece of cake..." Baloo chuckled nervously before one of the gorilla-birds began biting at the controls. "GET RID OF 'EM, THEY'RE EATIN' MY PLANE!" he shouted, as the plane had yet another close call.

Kit took a broom and tried to swat at the birds, but accidentally hit Baloo.

"Ow! Whose side are you on?!" Baloo yelled.

"Sorry!" Kit apologized.

Atticus soon took a deep breath and blew the feathers all away out the windows.

"Whoa! How'd you do that?" Kit asked.

"Special breathing technique." Atticus grinned bashfully.

"Just lock 'em up in the back!" Baloo cried out. "Is that too much to ask?!"

"Okay, you're outta here!" Thor glared as he pushed the gorilla-birds out to the back to lock them in there with a grunt.

"Hey, wait! You were the one who said that this was gonna be a piece of cake!" Kit told Baloo.

They soon turned around and heard gunfire as the CT-37's arrived, shooting on full blast.

"And it looks like we're in for some icing!" Baloo then said.

"Uh-oh." The boys groaned from that.

"Seriously, what could these guys be after US for?" asked Lionel.

"Don't ask me," Kit shrugged as the planes opened fire.

Baloo pulled a lever. "Hang on, fellas!" he exclaimed as the plane dipped into the underbrush, dodging the attackers.

"You MISSED!" Karnage growled. "You nincom-pirates!"

The Sea Duck soon flew through the jungle as they got away from Karnage and his men.

"Hey, my flying is A+!" Baloo laughed before he saw where they were flying. "Whoa! Yee-agh!"

The Sea Duck flew right through a bunch of palm trees as the guys screamed from that. The SeaDuck dropped down and bounced off the water and landed on the shore, pretty much unharmed for the most part. The engines then went dead as the boys finally uncovered their eyes.

"Yeah, but your landings are C-." Kit retorted.

"Aw, great." Atticus groaned.

"At least we made it." Thor pointed out.

"Curses and _more_ curses!" Don Karnage spat as he was still flying. "They are down there somewhere... FIND THE BOY! **GOT IT?!** "

The other planes obliged and split up to go looking.

"I'm sorry, baby," Baloo cooed to his plane. "You okay?

"Whew! I think we lost 'em." Kit sighed in relief.

"Maybe, but it don't figure. I got nothing they want, but they attack us every time me and you--" Baloo then said before he suddenly thought of something which made him angry as he pointed his finger straight at Kit. "Wait a minute?! You! They're after you!"

"Kit?" Thor asked.

"Yeah!" Baloo said as Kit slumped down on the seat with his new hat over his eyes. "Talk to me, kid. What's with you and the pirates?"

"Look, what do you care?" Kit glared at Baloo.

"Hey, kid, that's no way to talk." Atticus glared firmly.

"You can't tell me what to do." Kit glared back at him.

"For one, they're older than ya, so yes they can," replied Baloo. "And second, for the record, they're shootin' up _my_ plane!"

"Oh, that's all that matters, isn't it?" Kit retorted. "Your plane, your plane!" And he stomped off.

"Hey, where do you think _you're_ goin'?" asked Baloo, but he received no answer, as Kit continued into the woods on his own.

"Should we go after him?" Thor asked.

"I'm not sure if that's the best idea." Atticus shrugged.

"Oh, he'll be back," Baloo rolled his eyes before he saw that the side door was torn off and that the Gorilla Birds had escaped. "The birds!"

"This is bad." Atticus gulped right then.

"Yeah... Unless we round up those stupid birds, then we don't get paid." Lionel groaned.

"Might as well get started," Atticus said. "It can't be that hard, right?"

"I imagine that it might be." Thor advised.

"Bit of advice? Don't ask dopey questions like 'how hard can it be'," Lionel explained. "It'll just be even harder."

Atticus looked bashful in response.

"Thor?" Lionel called. "You still here?"

"Yeah, I'm just looking for tracks and feathers," Thor replied as he got on his hands and knees. "I'm sure we'll find those Gorilla Birds and maybe even Kit so he can make up with Baloo before he does something stupid."

"I sure hope you're right, big guy," Lionel replied. "I'd hate to think what the kid could run into out here, all by himself."

Atticus soon brought out a magnifying glass made from crystallized magic as he used it to track down Kit or the Gorilla Birds as Thor and Lionel followed behind.

"Here, birdy-birdy-birdy..." said Baloo, as he walked through the jungle with a coil of rope. "Come to ol' Baloo!" He sniffed the air a few times, and the gorilla birds fell out of the tree, right on top of him. "C'mere, you pillow stuffing!" he grunted as he grappled with the birds.

Atticus soon put his hand to his ear as he thought he heard something with his super-hearing.

"Still having trouble remembering where the box is, eh?" A familiar voice asked wickedly. "Perhaps a night in the jungle will... Jog your memory."

"Good news: I might've found Kit." Atticus said to Lionel and Thor.

"Lemme guess: bad news is, so has Don Karnage?" asked Lionel.

"Nothing gets past _you_." Atticus replied.

"Aw, great, that filthy fox is back," Thor glared. "I say we make him pay like the monkey brain he is."

"What about Baloo?" Atticus then asked.

"I guess he'll have to wait," Thor glared. "Right now, we gotta save that cub as The Pilots of the Caribbean!"

Lionel snickered. "Hey, that's mighty clever!"

"Heh, it just came to me." Thor chuckled bashfully.

"Well, we can talk more about it later." Lionel replied as he and the others ducked into a nearby bush.

* * *

Don Karnage and his men had tied Kit to a tree. "This is your last chance, boy!" The pirate ordered. "Ees the box een the plane?!"

"Plane? What plane?" Kit retorted. "I walked here!"

"No use protecting your friends," Karnage smirked. "We _weel_ find them."

"Friends?" Kit snorted. "I don't have any friends!"

Atticus, Lionel, and Thor came out from the bushes as they found Kit with Karnage.

"Okay, we'll do it ze hard way," Karnage smirked before snapping his fingers. "Dumptruck! Get me ze turnips and ze sandpaper."

"This is horrible." Atticus frowned.

"I know!" Thor replied. "That guy's name is Dumptruck! But yeah, Kit's also in danger."

"Guys, we need a plan," Atticus told Lionel and Thor. "We gotta save Kit!"

"Of course we do!" Lionel replied, looking over at Baloo, who was undoing the ropes on the gorilla birds.

"Oh, I'm gonna hate myself for this in th' morning..." Baloo said with a sigh.

Dumptruck got the objects he was told to retrieve and gave them to Don Karnage.

"Excellent~" Karnage grinned. "Now, my boy, I want some answers!"

"Stuff it in your windsock!" Kit retorted.

"My... Wind... Sock?!" Karnage gasped, appalled and angered as he brought out his sword and pointed it at Kit. "Why, you little...?!" he then snapped as he was about to slice Kit in half like a table, but he suddenly stopped and sniffed the air. "What is zat smell?"

"Ambush!" Thor proclaimed.

Suddenly, three Gorilla Birds ran in and attacked the Air Pirates, forcing them to scatter as Kit swayed in the breeze.

Baloo then ran in and grabbed Kit at that time. "No time to be hanging around, Kit." he then said as he bit the hanging rope and carried off Kit.

The air pirates yelled out as Karnage climbed a tree, whimpering and panicking. "What is going on?! What is going on?!"

"Hey, old pal." Atticus greeted Kit as they made their escape.

* * *

The group ran for the Sea Duck, but came to a halt on a cliff. In the water near the plane was a throng of snapping, hungry crocodiles!

"Pull chocks?" asked Baloo.

"Pull chocks." Kit replied, and they all ran across the water to make it to the plane, the starving reptiles snapping and biting at them every step of the way. Fortunately, they managed to make it all the way to the Sea Duck.

"But Baloo, what about your birds?" asked Kit.

"He-Hey, what's more important: those burping buzzards, or my new navigator?" replied Baloo as he made the necessary preparations for his take-off.

"Aww..." Atticus smiled from that.

"Where does he keep his spoons?" Kit wondered as he was by a locker before he closed the door and came back over to the cockpit. "Baloo?"

"Now, remember... You be good to your new owner, like you were good to me," Baloo said, talking to the plane as he got adjusted to the cockpit. "Make me proud."

"I'm... I'm sorry about your plane." Kit said, coming in a bit remorseful.

"Hey, you know what they say; you win some, you lose some." Atticus advised.

"Listen, nobody's ever stood up for me before and... Well... I have a treasure," Kit said as he took a seat in the navigator's chair. "I'll share it with you."

"Oh, thanks Li'l Britches, but I don't think your bottle cap collection can help." Baloo replied from that.

"No, it's a big, glowing jewel." Kit replied.

"Oh, I'm sure it is." Thor shrugged obliviously.

"Oh, why do you think the pirates are after me?" Kit reminded.

Baloo gave that some thought before he realized that had to be true. "A jewel? You mean it?" he then asked.

"I hid it at Louie's." Kit replied as he shared a look with Baloo.

"I-I could buy back the SeaDuck!" Baloo then said.

"We can buy a whole bunch of SeaDucks!" Kit beamed.

"Well, how about we go get it first thing in the morning?" Baloo then smiled as he slapped some fives with the bear cub.

"And we will be there too," Atticus decided. "It's the start of a brand new adventure for all of us."

"We're gone, man; we gotta fly!" Lionel whooped.

"We're gone; adios bye-bye!" Thor joined in.

"Don't trouble us with trouble, man; we're GONE!" They both sang as the Sea Duck flew off into the sunset.

"Oh, Uncle Drell, I don't know what you have in mind for us, but it better be good." Thor said to himself as he glanced out the window.

But of course, it would become clear in Part 2. After all, this was only the beginning!


	3. Chapter 3

Eventually, the group came to the harbor to get some rest after a very long and eventful day, but since they hadn't eaten all day, they were hungry for most of the night. Thor decided to use his magic to make assorted sandwiches appear.

"Whoa! Where'd those sandwiches come from?" Kit asked in shock.

"...Backpack." Thor replied as he blinked a couple of times.

Lionel said nothing; he just dug into his sandwich, eating messily and loudly. Atticus soon took his own sandwich, eating as neatly as he could.

"Well, dig in, gents!" Thor laughed as he ate his own sandwich with gusto.

And so, the three of them ate until they were nice and full. After they ate, they soon leaned back in their chairs, now satisfied.

"I believe now would be a good time to catch some Z's." Thor suggested.

"Yeah, it's been a long day." Atticus nodded from that.

And so, they all went to sleep, knowing that things would be much different tomorrow. The sleep that everybody shared was a bit of a long one, especially for Baloo and Kit.

* * *

Everybody soon woke up to the sound of some sort of ringing that was like an alarm clock for them all, so they woke up from the sound.

"10 more minutes, Mom." Thor mumbled sleepily.

"Rise and shine, El Grande Guapo," Lionel told him. "Today's the day we go find that treasure Kit was talking about."

Thor groaned a bit before he rolled over in his sleep.

"Ah!" Atticus yelped and muffled.

Thor rubbed his eyes before looking around. "Atticus? Atticus!" he then called out.

"Down here!" Atticus muffled.

"Oh! Whoops!" Thor said before he got up off of his friend with a sheepish grin. "Sorry about that."

"No harm... No foul," Atticus grunted as he brushed himself off, then checked his wristwatch. "It's 10:00 AM! We'd better wake the others and get to Louie's, quickly as we can!"

* * *

At the same time, Kit was trying to wake up his large comrade. "Baloo, it's already 10:00 AM!"

Baloo yawned. "Nuthin's gettin me outta this chair." he replied, slumping into his seat.

"Treasure..." Kit gave a sing-song whisper.

"TA-REASURE?!" exclaimed Baloo, shooting awake with a smile. "Oh-ho, kid, you just said my favorite word!" he stretched, then grabbed a cheeseburger off the top of a record player, before starting it.

"...So can we go now?" Atticus asked a bit urgently.

"I'm gonna be rich! Ho-ho! I'm gonna have dough! Hee-hee! Oh, dig it, yeah~" Baloo sang to himself.

"Whoa!" Kit cried out as he pulled on Baloo's shirt to stop him. "If we don't get to Louie's, this place is gonna be shut down."

"Relax, Kit," Baloo replied calmly. "The bank wouldn't send anyone this early."

"You better hope so." Atticus grumbled.

Just then, there was a knock at the door. A hand reached up to the window and wiped away some of the dust, as the owner of said hand peeked inside before knocking again.

Baloo came to the door. "Just a customer," he chuckled as he opened it.

In the doorway was a young female grizzly bear, wearing a blue trenchcoat. "Good morning, I'm--" she started, in a voice that sounded like a mix of Nancy Cartwright and Pamela Segall.

"We're closed, lady," Baloo remarked. "Come back when the sun's warm... Like June. Bye-bye," he smiled as he closed the door.

"Excuse me? Excuse me!" The young lady exclaimed, knocking harder this time.

Baloo opened the window and hung up a sign that read GONE FISHIN'. "Out to lunch, nobody's home, gone fishin'." he punctuated, pointing at the sign before he shut the window.

However, the young lady managed to open a side window, and climbed inside. "Ugh... If this is how you treat your customers, buster, it's no wonder this business is failing!" she remarked.

"Whoa, back off, lady," Baloo chuckled. "You act like you own this place!"

The young woman removed the needle from the record. "Actually, I do." she smiled.

"What?!" Baloo asked.

"What?!" Atticus asked.

"What?!" Lionel asked.

"What?!" Thor asked before looking curious. "Why did we all say that one at a time rather than all at once?"

"I don't know, but it was kinda annoying like a montage." Atticus shrugged.

"When you didn't pay your loan this morning, the bank sold the deed to me." The woman said as she showed deed to Baloo as he read it.

"Told ya." Kit told Baloo as he hung from the clothesline.

"Oh, they didn't give me time to brush my teeth." Baloo complained.

"You _did_ sleep in, and that guy from the bank told us that you had until 8:00 AM to pay up," Lionel replied. "So... Yeah, here we are."

"You must be Baloo," The woman said as she checked a couple of letters before dropping and then opened the pot and found a wet, dirty sock. "The bank says you're a terrific pilot."

"Heheh... Well, that's true." Baloo chuckled.

"I'd be inclined to add sloppy, careless and rude." The woman said as she tossed away the sock before moving a soda can.

"Wh-What? And just who are you, sister?" Baloo demanded.

"Rebecca Cunningham; Business Major," The woman replied as she removed her coat to open a closet door before she shut it back as she saw dozens of eyes staring at her. "I've been looking for a failed company like this for some time. Urrgh. And now that I've sunk my life savings into it, I'm going to turn this place into a real money maker." she then walked around to find a mirror in the back of a shelf with a cloth, lightbulb, and some other junk.

"You mean like a bar where everybody knows your name?" Atticus suggested.

"Something like that, maybe... But, yes. This definitely needs a woman's touch..." Rebecca then said as she wiped a mirror with a cloth.

"Or a bulldozer." Thor snarked to himself.

"What it needs is thorough cleaning..." Lionel muttered. "I've seen tidier pigsties."

"Makes my room look like The Ritz!" Thor added.

"Now, listen, you--" Baloo warned as he was about to charge towards Rebecca.

"Oh, sounds terrific, lady," Kit smiled nervously as he stepped in front of Baloo to stop him before things would go down south. "I'll bet you do just great here."

"Why, thank you." Rebecca smiled back.

"Kit?!" Baloo complained.

"Forget her, Baloo," Kit whispered at him. "Remember the treasure."

"Hey, yeah, yeah," Baloo then said as he brought out his keys. "Well, enjoy yourself, Miss Manager. The boys and me are off to Louie's place."

"Not in _my_ plane, you aren't." Rebecca replied casually.

"Now just a prop-spinnin' minute!" Baloo protested. "Th' Sea Duck is _mine_!"

Rebecca smirked and pulled out the deed. "Not according to the bank."

Baloo's eyes went wide as dinner plates. "Ohhh, that's IT!"

"Mommy, do I still hafta wait in the car?" asked a young female bear cub who poked her head in through the same window Rebecca had slipped in through. She came in, and pulled her stuffed doll along with her.

"Aww... She's cute..." Atticus smiled at the little bear girl.

"Oh, I'm sorry, honey," Rebecca cooed as she came to the little girl and picked her up. "Come see our new place. Uh, this is my daughter Molly."

The little bear girl looked at Baloo with glee while he looked unamused.

"We'll be staying here until I find an apartment." Rebecca then said as she walked away with Molly.

"Swell." Baloo grumbled.

"Wow! Can I keep my room this messy?" Molly asked her mother.

"Now, let's be reasonable, lady," Baloo glared at Rebecca. "That plane is my baby!"

"Fine. $50,000 and she's yours," Rebecca told him as she walked off. "In the meantime, I have an opening for a staff pilot."

"Hi, there!" Atticus smiled at Molly.

"Hi!" Molly smiled back.

"Don't get attached." Thor advised.

"If you think I'm flyin' fer you, brown-eyes, ya got'cher hair tied too tight!" Baloo remarked at Rebecca.

Lionel nudged him in the arm. "Louie's, remember?" he whispered.

Baloo caught on. "Huh? Oh, uh, yeah... Come ta think of it, I'd love to be your pilot, Becky." he replied, swallowing his pride.

"Good," said Rebecca. "And it's 'Rebecca', not 'Becky'. Now, who else do we have on staff?"

Kit pondered for a few minutes, then took off his cap. "Kit Cloudkicker, ma'am," he introduced. "I'm the navigator."

Molly hopped onto his back. "Cool! Can I be the tail gunner?" she asked, making shooting noises as Kit raced around, giving her a piggyback ride.

"I told you not to get attached." Thor smirked as he crossed his arms at Molly.

"It's okay, Thor, I don't mind." Kit told him as he acted like a big brother around Molly.

"No, honey, you're too young." Rebecca told Molly as Kit bumped her down into the chair.

"Awww!" Molly pouted before she climbed up onto the armrest to talk with Baloo. "I bet being a pilot is the funnest thing in the whole world."

"Huh, used to be." Baloo scoffed as he crossed his arms.

"Gosh~" Rebecca gushed. "Suddenly I've got an office, a plane, and some of my very own employees."

* * *

Just then, a hatch burst open, and a gangly-looking lion poked his head out, covered in gunge. "Hey Baloo, I finally fixed that sewer pipe," he said, holding up a slime-covered pipe. "Y'want th' old one...?"

"Make that six," Baloo told Rebecca. "Our mechanic, Wildcat. Wildcat, meet Rebecca Cunningham, our new boss."

"Really?" asked Wildcat, shaking Rebecca's hand with his gunge-coated paw. "Well, y'smell pretty good fer a boss."

"...Thanks." Rebecca replied, looking mildly disgusted.

"This li'l guy wuz all clogged up; he wuz sayin, 'help me, help me, I can't breathe; I've got a cold'." Wildcat continued as he flopped over.

" _This_ is a mechanic?" Rebecca asked in disbelief. "He couldn't tell a screwdriver from a bus driver!"

Thor chuckled from that.

"Oh, yeah? Watch." Baloo retorted to Rebecca as he brought out a pail and took out a telephone (which is somehow wireless I might add) and put it down on a crate. He then bashed the telephone and it broke into pieces.

"What?! Why?!" Atticus yelped out.

"Watch," Baloo told him as he picked up the phone by the wires. "Oh, Wildcat? I think there's something wrong with the phone."

"You could be right," Wildcat said as he sat up to take a hold of the phone. "You oughta be more careful."

"10, 9, 8, 7, 6, 5, 4, 3, 2, 1..." Baloo counted down while Rebecca and the boys watched the lion at work.

"It's for you." Wildcat said as he held out the phone as it started to ring.

"You were saying?" Baloo then smirked at Rebecca as she took the phone.

"Well, at least something works around here." Rebecca rolled her eyes.

"It's like Cherry's dad." Atticus remarked.

"Except funny instead of sad." Lionel added.

"This might be the start of a beautiful friendship." Atticus said, referring to Baloo and Rebecca.'

"Sure," Thor replied. "If they don't tear each other apart first."

"I suppose we're gonna see for ourselves." Lionel replied.

* * *

An hour later, Rebecca was outside, directing some carpenters as they hammered in a new sign onto the dock.

"Look, Mommy; I'm done!" Molly exclaimed, having tied some colorful balloons to the Sea Duck's wings, and Wildcat was giving them a fresh coat of paint.

"Faaaabulous!" Rebecca declared, before turning to a nearby shack. "Come out here, boys, and lemme take a look!"

"For-GET it, lady; I'm not goin' out in public like this!" Baloo's voice called.

"This looks worse than any school uniform I've been forced to wear for school-based adventures!" Atticus's voice added.

"If you ever want to fly the SeaDuck again, you get out here on the double!" Rebecca bribed Baloo.

"All right, all right." Baloo groaned as he came out with the boys.

They all came out wearing soda usher outfits with propeller hats, absurd suits. Baloo's suit was too small, while Kit's was too big. Atticus, Lionel, and Thor were forced into the same outfits.

"Oh, I feel like a flying fool." Baloo groaned.

"I think it's about to get worse." Atticus spoke up.

"What?!" Baloo gasped as he rushed over to his plane to see what had become of it. "What did you do with my plane?!"

"Isn't it wonderful?" Rebecca smiled. "And, incidentally, you look terrific. From now on, you're gonna get noticed."

"Ooh, I'm telling you no one's gonna hire a pilot dressed like a flying soda jerk." Baloo glared as he was still angry.

"I feel like I should be dancing for peanuts." Thor rolled his eyes.

Lionel said nothing, just silently fuming, though his face was so red it could be mistaken for a tomato, even under his inky-black fur.

"Well, what if I told you all I just landed us the sizeable Fandango Mango account?" Rebecca asked.

"You're pullin' my propeller!" Baloo retorted as a mango delivery truck pulled up.

A delivery guy came out. "Is this Higher for Hire?" he asked, holding a clipboard.

"Why, yes," Rebecca replied. "I'm the owner, Rebecca--"

"Mangoes!" The delivery guy then called out, bringing out a trolly with three crates on it. "Which plane, ma'am?"

"The pretty one." Rebecca smiled.

Baloo took a look at the sign, looking shocked and appalled again. "Wh-Wh-What happened to Baloo's Air Service?" he then asked.

"Higher For Hire is cuter," Rebecca replied as she took Baloo's keys and gave them to him. "All right, I made the deal. Now you deliver the goods."

"Can I go too, Mommy?" Molly asked hopefully. "Please, oh, please? Please, please, please?"

"Sorry, sweetie." Rebecca told her daughter.

"But I promised Lucy." Molly then pouted as she took out her doll.

"Hmm... Lucy looks a little scared right now," Atticus said to the little bear girl. "Maybe you could try to take her along next time."

"Okay, Atty-cus." Molly smiled.

"Thanks," Rebecca smiled at the group as they boarded the plane.

* * *

Soon as they'd flown away from the canyon, Baloo laughed. "Gone, solid GONE! We're free!" he smiled.

"FINALLY!" Lionel exclaimed, tearing off the suit. "...I was so humiliated back there..."

Atticus and Thor soon got themselves freed as well, panting in relief.

"Boy, we sure put one over on that old Becky." Baloo laughed as he got comfortable.

"Oh, she's not so bad," Kit smiled innocently. "I kinda like her."

"Well, maybe she knows business, but she's got a lot to learn about planes," Baloo said, tearing down a rainbow curtain before he yawned suddenly. "Take the stick, Lil' Britches while I climb out of this monkey suit."

"Roger, skipper!" Kit replied as he took the controls.

"Alright, so far we're making good headway," Lionel remarked as he zapped into more suitable clothing. "And that usually means it's about to get bad."

Atticus was about to say something.

"Let's just try to stay positive?" Thor smiled sheepishly as he grabbed Atticus and covered his mouth.

"I suppose you're right," Lionel muttered. "Besides, if the Sky Pirates come back, we'll just outmaneuver them again!"

"We can totally take 'em!" Thor smirked. "After all, we're The Pilots of the Caribbean."

"Are you trying to make that our team name?" asked Lionel. "...Because I love it. We should get it on jackets."

"I just thought it would sound cool," Thor grinned bashfully. "It has a nice ring to it, doesn't it?"

"I have to admit that it does," Atticus replied. "Just wait 'til the girls hear about this."

Lionel took out a hardcover journal and began to write about their adventure, chronicling what had happened so far. "With THIS... They can read all about it later." he replied.

"Great!" Thor beamed. "I look forward to it!"

* * *

**_Meanwhile..._ **

"Attention, my noble pirates!" Karnage spoke through his plane's transmitter as they flew after the SeaDuck. "This is Don Karnage here speaking to you with my voice. Keep your eyes peeled, men. That plane with the box is bound to come out later or sooner."

The planes turned around and after Don Karnage turned around, the curtain Baloo threw out landed right in Don Karnage's face. Karnage groaned as he removed the curtain with narrowed his eyes sharply. "They shall not pass."

But ironically enough, the Sea Duck had just flown right over Don Karnage and his crew, missing them entirely.

* * *

Kit was finishing up getting back into his regular clothes.

"Wouldn't old Beckers pop her pearls if she knew we was going to Louie's?" asked Baloo as he took the wheel, back in his regular digs.

"Maybe," Lionel said as he leaned back in his seat. "But it's not like she's ever gonna find out."

"What's so great about Louie's?" A familiar voice asked right behind them.

The boys jumped a bit before they turned around to find the source of the voice. "Molly!"

"Lucy's not scared no more." Molly smiled innocently as she held her doll.

"This is bad." Atticus gulped.

"Now, how did you get here, button-nose?" Baloo asked the little bear girl.

"I hid in the mangoes." Molly smiled innocently.

"Oh, great," Baloo groaned. "You shouldn't have come, little lady. Now I gotta take you back."

"Oh, please take me with you," Molly pleaded. "I'll be real good."

"Sorry, but you're taking a one-way trip home." Kit replied.

"Yeah, you gotta go, Monkey." Thor added.

Lionel nudged him.

"Well, okay..." Molly said, dejected. "Mommy probably didn't want me to go to Louie's, anyway."

"Louie's?!" Kit exclaimed.

"Uh, now, y'don't hafta tell yer mom about Louie's..." Baloo added as Molly smirked.

"Oh, I won't..." Molly said calmly. "If you take me along!"

"Why, you sneaky..." Baloo laughed. "Y'know somethin', Pigtails? You think like me!"

"I guess we're going to Louie's." Atticus then shrugged at the others.

"Oh, thank you, thank you, thank you!" Molly beamed as she bounced over to Baloo sand sat on his lap as Kit gave a small smile before she wore Baloo's pilot cap and acted like a pilot, making machine gun noises. "Captain Cunningham to navigator, watch out for pirates!"

"Little siblings, huh?" Atticus shrugged.

"Easy for you to say," Thor rolled his eyes. "Your little sister doesn't annoy you like crazy."

Lionel gave a confused look at them as the Sea Duck continued on its way. Atticus and Thor looked bashful from how Lionel thought. They soon made it over to Louie's as it was time to talk to the orangutan.


	4. Chapter 4

"My, my, my, Baloo!" Louie chuckled as he kissed the back of Molly's paw. "These stewardesses are getting young and prettier every day."

Molly giggled a bit from that.

"I thought Molly might like one of your world-famous Krakatoa Specials." Baloo suggested.

"Oh, what's that?" Molly wondered.

"Why, just the most de-bopa-licious sundae you ever tasted." Louie smiled at her as he picked her up to have her sit down on a stool before he made her the treat.

"Now, where's that old treasure?" Baloo whispered at Kit.

"Follow me." Kit whispered back before they walked off together.

"This should be good." Atticus said to Lionel and Thor as they followed the bear cub.

Kit retrieved the box from inside the barrel he hid it in.

"Ooh-hoo-hoo, I feel a fortune comin' on!" Baloo chuckled.

"Ta-da!" Kit exclaimed, holding up a red, oddly-shaped gemstone.

Baloo was astonished. "Well, pipe my peepers...!" he exclaimed.

* * *

"Guys... What the heck is a sister?" Lionel asked the others. "I always wanted to ask, but I never really found the time to."

"You don't know what a sister is?" Atticus and Thor asked.

Lionel shook his head from that.

"Oh... Well... A sister is pretty much a female sibling," Thor explained. "Like... Uh... You might remember seeing Phoebe around school whenever we have a big ball game? I know you don't come to all of the sports games, but you know that little girl who comes with my parents to watch me play?" he then asked. "Well, that's my little sister."

"...Okay?" Lionel noted, nodding.

"Siblings are pretty much, well, uh, they're people in your family you share parents with," Atticus explained. "Like, you remember seeing Jessica sometimes... That's my older sister because she was born before I was and we both share the same parents, biological of course since I'm still pretty close to Clark and Diana."

"Makes sense 'cuz you've known them longer." Thor nodded from that.

"Ah. Right, then." Lionel nodded, taking all of this down.

"That's about all we got," Atticus then said before he held his stomach. "I have this sudden urge to eat carrots."

"Our animal instincts must be kicking in." Thor guessed from that.

"Or you're just being overdramatic..." Lionel replied. "Besides, everyone knows rabbits only eat the leafy parts of carrots."

"Either way, I am huuungry!" Atticus pouted.

"Wow, Atticus, I've never seen you act this way before." Thor said before he used his magic to give Atticus a plate of carrots.

Atticus took the plate and soon gobbled down the carrots before he felt relieved.

"What was the point of that?" Lionel asked.

"I think it's to remind the audience that we were turned into animals in the first chapter." Thor replied.

"In case their attention span was short enough that they forgot..." Lionel remarked. "Give 'em a little more credit."

"Mm... Those carrots feel good..." Atticus smiled before looking over. "Guess Baloo's with Kit."

"Yeah, they left while you got carrot crazy." Thor nodded.

"Sorry about that," Atticus replied. "But now I can focus."

"Well, glad your stomach is full," Lionel remarked. "Because we completely missed out on the results of whether or not that red jewel was worth anything."

Atticus smiled sheepishly.

* * *

Louie soon brought out a coconut bowl with six different flavors of ice cream and cream dripping from the sides along with blue flame sparklers and put it on the counter in front of Molly.

"Ooh!" Molly beamed. "Sorry, Lucy, but there's not enough here for the both of us."

"Maybe we still have time." Thor said to Lionel.

"Hopefully..." Lionel replied as Louie inspected the jewel with a lens that looked like a tiny kaleidoscope.

"Yowza!" Louie then exclaimed.

"Yeah, yeah? How much is yowza?" asked Baloo.

"Yeah, like in round numbers!" Kit added.

"..Nothing, cuz," Louie replied. "It's not a jewel."

"WHAT?!" The boys exclaimed in shock.

"Nothing?!" Baloo frowned.

"Nada. Zero. Zip. Zilch," Louie replied as he gave the stone back to the adult male bear. "It's man-made, man."

"Aw, nuts!" Baloo complained as he tossed the stone into the trash can in anger.

"Ooh... Pretty~" Molly smiled as she found the jewel, unbeknownst to the others.

Everybody else sat at the table in a sulk.

"I still don't get it though," Kit spoke up. "If the rock is worthless, then why did Karnage steal it from Shere Khan?"

"Shere Khan?" Baloo asked.

"Yeah, Karnage lifted it from one of Shere Khan's planes." Kit explained.

"Well, guys, it looks like we're in for another new adventure," Atticus remarked. "Gosh, it's been a while since I last said that."

"You mean we weren't already in an adventure?" asked Lionel.

"Wait... If Shere Khan was the guy Karnage stole this from, maybe he'll reward us for returning it," Thor replied. "Maybe in cash, even!"

"No doubt at that at all, Big Guy." Atticus replied.

* * *

Soon, the group was back on the deck.

"When we get back from the mango delivery, we'll pay Mr. Khan a visit." Lionel declared.

Suddenly there was a buzzing sound in the sky.

"Hey, look," pointed Molly. "Birdies!"

"...Those are not birds." Thor declared.

* * *

Up in the air were air pirates in their CT-37's and they shot down on the group as Louie scattered away. Baloo soon grabbed Molly as he, Kit, and the others ran for the SeaDuck as the bullets were literally missing them by mere inches. The pirates continued to shoot as they shot bullets which broke up the paint job as they flew around some more.

"Attack!" Karnage proclaimed.

"Well, at least they improved the paint job a little." Thor shrugged to himself from the bullets.

"I never really liked it..." Lionel muttered as Baloo fired up the engines.

"Why do they keep chasin' _me_?" Baloo asked as the plane took off, but one of the CT-37s landed on top to weigh it down.

"Oh, no, you didn't!" Atticus glared.

The SeaDuck began to bounce up and down in the water before Thor cupped his mouth and leaned out the nearby window as that seemed to be too much for him.

"Here goes Becky's paint job." Baloo said before he made the plane do a barrel roll and rolls the plane and rolled the CT-37 into the water with a thud.

Mad Dog bounced off the water for a while. The SeaDuck then took off into the skies as five CT-37's went after it as Mad Dog was suddenly back in the air once again.

"Quick, grab me some mangoes!" Baloo called out.

Kit unbuckled himself and ran to the back as Molly put her sundae down. Kit then returned with about a half dozen giant mangoes as one of them fell onto the ground.

"Wow! Are they really pirates?" Molly asked as she picked up the fallen mango.

"Yep, and let's hope they're real hungry." Baloo replied as he took the mango and threw it into the propeller as it slices into slices and all of them splat right into Don Karnage's face.

Karnage just angrily shot at Baloo again for that insult.

"I don't think they like fruit salad..." Lionel remarked.

"Hmm... Got any rope, Baloo?" Atticus asked.

"Huh?" Baloo replied.

"You thinkin' what I'm thinkin'?" Kit asked Atticus.

"I'd like to think so." Atticus smirked hopefully.

Out at the tail-section door of the SeaDuck, the door opened, and out came Atticus and Kit as they began to airfoil surf with Molly's bowl of ice cream which had reduced to four scoops of ice cream from six as they both carried two scoops in bowls they carried on both ends.

"Now, where did they learn that?" Baloo asked as he looked scared to death.

"I don't know, but I want a go next." Molly smiled as she loved the sight.

Lionel rolled his eyes. "He always _was_ an action junkie..." he remarked.

"Hey, buddy, want some dessert?" Atticus smirked at the dog known as Gibber.

"'Cuz here ya go!" Kit added.

Kit and Atticus threw the ice cream right at Gibber which made his plane goes into a tailspin towards the water below. Kit and Atticus laughed as they were both successful. Dumptruck came from behind and shot at the bear cub and rabbit boy literally from point-blank range.

"Uh-oh!" Kit and Atticus both gasped before they dodged the gunfire as they both tied the rope and went right under the plane to dodge the gunfire.

"What to do now?" Atticus wondered.

"I might have an idea." Kit replied as he got to the fuel engine and opened it, pulling the fuel line pipe.

Dumptruck's plane then took a nosedive and Atticus and Kit got out of the way as quickly as possible.

"I hate when that happens." The pilot complained about his plane as the duo were too clever for him.

"Man, those kids are dynamite!" Baloo laughed. He then pulled up as more planes came down to open fire.

"Guys, get in here before you catch a bullet!" Lionel yelled.

"Time to get in outta the rain..." Kit remarked as he pulled himself up on the rope.

"Don't look, Lucy." Molly told her doll, covering its eyes.

Atticus came to go with Kit next. Kit struggled as the rope was shot by gunfire, forcing Kit to grab on the rope that wasn't cut.

"Come here, I gotcha." Atticus said as he helped Kit.

The bullet was literally an inch away from hitting Kit and Atticus in their heads. The pirates circled around and came together as the two surfed into the back of the SeaDuck and the doors were closed by Baloo. 

"Boy, you are something else, guys." Baloo said to the two as they began to pant as their life was really on the line there.

"I swear, that hot-dogging thrill-seeker attitude is gonna get someone hurt one of these days..." Lionel remarked. "Besides, we'll need a miracle to get outta _this_ scrape..."

Baloo flew the plane further into the air as Karnage cleared his face.

"You cannot make the fruit salad out of me... **FOLLOW HIM!!** " Karnage declared. 

The planes did just that, but they never expected Baloo to empty out all the mangos on them.

"Hope you like mango smoothie!" Lionel laughed triumphantly.

"Uh-oh." Karnage muttered as he took some mangoes in the face and then took a second mango in the face,

Gibber was then shown to be eating a mango and grabbed the flying propeller at the same time. All of the pirates screamed as Gibber just smiled in relief as all the CT-37's all fell into the water below. The SeaDuck flew away to the northeast towards the sunset.

"You know, I lose more cargoes that way." Baloo remarked.

"We are so outta here." Thor added.

"I guess we're not getting paid for _that_ ," Lionel remarked. "Next time you wanna go hotdogging, leave the kid out of it. You have superpowers, he doesn't." he added to Atticus.

"...Hotdogging?" Atticus asked out of confusion.

"Yeah, the whole devil-may-care reckless thing." explained Lionel.

"Oh..." Atticus smiled bashfully. "I guess I got a little ahead of myself."

"Yeah, maybe reign it in." Lionel replied as he turned over in his seat and dozed off.

Atticus nodded before he glanced out the window curiously as Thor put a blanket around Lionel.

* * *

Back at the docks of Higher For Hire as the SeaDuck looked in terrible shape as there was crumbling, shattering, and the back door of the SeaDuck Duck was dropped as Rebecca paced around before she looked angry with the boys.

"I can't believe it!" Rebecca glared. "My plane ruined, my shipment destroyed and I have only been in business one day."

"It was air pirates, I tell you!" Baloo told her.

"Why would pirates want mangoes?!" Rebecca growled.

Baloo pondered for a moment before taking a wild guess. "Uh, Vitamin C?"

"I don't believe this for a second!" Rebecca glared as she stomped her foot down. "You're up to something, Baloo."

"But ma'am, we're serious." Atticus frowned.

"Honest," Lionel yawned. "Those creeps were coming after us, so we had to dump the load, and get them off our tails!"

"Mommy, they're telling the truth." Molly piped up.

"Molly!" Rebecca beamed as she hugged her daughter before glaring at Baloo. "You took my daughter joy-riding? Well, you're never gonna see your plane again, buster!"

"Oh, no, Mommy. Me and Lucy sneaked away and then they dumped the fruit to save me from the pirates." Molly replied before she winked at the guys as they looked a bit shocked.

"I guess I owe you an apology, Baloo," Rebecca then said to Baloo. "And a thank you."

"Thank goodness." Atticus smiled.

"But that still doesn't explain what happened to your suit." Rebecca added.

"...It was a sacrifice that had to be made." Lionel replied calmly.

"What he said." Atticus added.

"Let's just go inside and have some pie or something." Thor suggested.

"I'm not really a pie fan, but okay," Lionel shrugged. "Never had that before."

"...I have much to teach you, you precious angel." Thor replied, hugging him into his chest, and going inside.

"You two are getting pretty close, huh?" Atticus asked.

"You bet your sweet tuckus," Thor beamed. "If anybody doesn't like it, they can suck an egg 'cuz it's none of their business."

Lionel grunted and gave a thumbs-up. "Now let's make some food, Storm Cloud!" he exclaimed, climbing on his shoulders.

"Aye-Aye!" Thor saluted before they dashed off.

"Don't be stingy with the vegetables!" Atticus called out.

"I'll do what I can!" Thor called back.

* * *

While the boys were busy cooking, Kit was playing with Molly.

"Look out, you pirates; it's Danger Woman!" The little bear girl exclaimed as Kit rolled her around the room in a swivel chair.

Atticus chuckled as he watched over the bear cubs. "Oh, no! Look out!" he then cried out.

Kit then wheeled the chair towards a conveniently placed hammock and Molly slingshots off the hammock and the force drove Kit on his rear end on the floor. Molly went flying and landed on a sleeping Baloo who was sleeping in the red chair. The office was also almost completely cleaned up by now, save for some fruit in a bowl on a table next to the chair.

"Oof!" Baloo grunted as that woke him up before he plopped Molly on his belly and began to tickle her as she struggled and giggled from that. "Heheheh. Say, did you get clearance for that landing?"

Molly giggled as Rebecca came downstairs with some blankets.

"Time for bed, Molly." Her mother told her.

"Aw, I wanna play some more." Molly begged.

"Sorry, honey; Kit and Baloo hafta sleep now, too." Rebecca explained as Baloo yawned.

"Yeah, Short-Stuff; even aces need their shut-eye." Baloo added as Molly gave his hat back.

Rebecca then came to put Molly to sleep after such an exhausting day out. Kit looked over, slightly sad as Rebecca put Molly to bed and even tucked her in as it was her job as a mother before he shared a smile with the younger bear cub.

"Here, so my flight crew doesn't get chilly." Rebecca then said as she came to Kit with a blanket for him.

"Uh... Gee, thanks, Ms. Cunningham," Kit smiled as he took the blanket and went to get himself to bed. "Good night."

"Sleep tight." Baloo added as he left with Kit.

"See you later, navigator." Molly smiled and waved at them.

Baloo laughed. "First thing tomorrow, we lay our surprise on ol' Shere Khan! Right, Kit?" he asked.

"Ah...right, Baloo." Kit replied as he followed behind.

Rebecca was making up a small bed in a hammock for herself. "Mommy, I can't sleep." said Molly.

"Why not?" asked Rebecca.

"This place... Isn't like home." Molly replied.

"Oh... Don't worry," said Rebecca. "Home is where the heart is, wherever you may be; There'll always be a home for you, here inside of me, Home is where the heart is, and whatever we may do; There'll always be a part of me, here inside of you, Four walls may surround you and protect you from a storm, But my two arms around you, will keep you safe and warm~"

"But what if I'm not with you, or if I'm alone?" asked Molly, as Kit watched through a window.

"If ever I'm not with you, if ever you're alone~" sang Rebecca, tucking her daughter in. "Remember where my heart is, and you'll always have a home... Remember where my heart is, and you'll always have a home~"

Kit managed to snag a cookie from the jar and went to sleep in the cot on the plane.

* * *

"Do you like spaghetti?" Thor asked Lionel.

"Yes," Lionel replied. "How about you?"

"Just checking," Thor beamed as he plopped a plate of spaghetti right in front of him. "I love-a a man with a big appetite." he then chuckled.

"You're silly sometimes." Atticus chuckled at Thor.

"I guess I'm a bit of a goofball sometimes." Thor smiled bashfully.

"Well, I can't eat all this pasta by myself!" Lionel told Thor. "Get on up in this!"

"I'll have some too." Atticus decided.

"Great! Let's dig in." Thor beamed as he soon got himself and Atticus plates as well as they soon tucked into their late dinner.

Soon, they cleaned up and went to bed. Everybody soon went to sleep that night as their adventure was just beginning.

* * *

Cut to outside on the harbor which showed between the cliff guns. The sounds of crickets and water ensued as a small boat was being rowed by Don Karnage, wearing a hat and a candy cane striped shirt along with Mad Dog dressed with a pink dress and white shirt, and Dumptruck dressed in a black suit.

"O sole mio! O so do you-o~," Karnage began to sing before humming. "O di police-so~... Stay very calm."

"Who goes there?" An officer demanded.

"Huh? When?" Mad Dog grumbled. "Good evening, officers."

"Scusi, signoree," Karnage greeted with a faux Italian accent. "The young lovers, they need their privacy, si?"

Dumptruck then tried to kiss Mad Dog, but Mad Dog slapped him in the jaw as the spotlight dimmed.

"Grazie," Karnage nodded before he rowed into Cape Suzette harbor and then opened a panel to bring out a propeller connected to a small motor. "Arrivederci, copper! Now to find that plane."

Mad Dog took out his binoculars to look, but then groaned. "Aw, but there's a thousand of 'em parked in Cape Suzette, boss."

"HA! Then we shall search every one until we find the box." Karnage decided.

"I had a feeling you were gonna say that." Mad Dog replied.


	5. Chapter 5

The next morning, Baloo was wide awake for once. "Rise and shine, Little Britches!" he told Kit. "The early bird gets the best deal!"

Kit rubbed his eyes. "Yeah... Shere Khan..."

Baloo carried the jewel out of the plane. "Ooh, I bet we get $200 for this sparkler!" he gushed.

"You think it's smart to just walk into his office with it?" asked Kit.

"Who knows?" Atticus shrugged.

"Say, you're right, Li'l Britches." Baloo then said as he and the boys walked in from the storage and then the side door was opened to see that Molly was still sleeping in the chair as Rebecca tossed in the hammock.

"Whatcha doin'?" Kit asked Baloo.

"Better leave it here," Baloo replied as he took Lucy and put the crystal in her back, putting the doll near Molly as he tiptoed out of the office before bumping into a bunch of trashcans on the way. "Don't wanna tip our hand too soon."

"I hope you're right." Thor then said.

"Okay, so what's our first course of action?" asked Lionel.

"It's time to take care of some serious business." Baloo replied.

"You don't mean...?" Thor asked.

"Yes, it's time to talk with a tiger." Baloo nodded.

"Then I guess we better get it over with..." Atticus replied. "Let's go meet with Mr. Khan."

The boys nodded as they soon left to the place called Khan Tower.

"So you see, Mr. Khan, sir," Baloo said to the tiger who had his back to them as he stared out his window. "If we could get the stone back, what might it be worth to you?"

"Well, Mr. Balloon--" Shere Khan began as he looked towards the bear.

"Uh, Baloo." Baloo corrected.

"Yes, that stone, as you call it, is an electrical alloy developed by my scientist." Shere Khan then said as Kit found a dagger and decided to play with it since he was bored.

"So that's why it zapped me." Baloo remarked.

"Interesting..." Lionel noted.

Kit soon put the dagger in his left hand and fenced for a moment until the adult male tiger grabbed the young bear cub's arm and grabbed the dagger back.

"I'll make it worth your while to return it," Shere Khan suggested as he filed his nails with the dagger. "What would you say to a hundred?"

"Only a lousy hundred bucks?" Baloo asked as he shared a look with the boys.

"A hundred thousand lousy bucks." Shere Khan clarified.

"Dollars?" The guys then asked.

"Sit tight, Shere baby," Baloo then grinned eagerly. "We'll be back before you can say 'SeaDuck'!"

"I hope this is worth it." Atticus said with a suspicious look at the tiger.

"Hey, he might be a little skeevy," Lionel whispered. "But he's at least rich and skeevy!"

"Fair enough," Atticus replied. "I'll try to keep it cool though."

"Yeah, and this way it stays out of Donny-boy's fuzzy hands!" Thor added.

"You're both right," Atticus replied. "Let's get going."

They soon took their leave in the elevator as Shere Khan waved them off.

"Well, that wasn't so bad," Thor smiled. "Anyone else hungry?"

"Hungry?" Atticus asked. "You ate two burgers on the way up here!"

"I feel empty inside." Thor said bashfully as he patted his stomach.

Lionel snapped his fingers and made an entire tray of hot dogs. "...Would this help?" he asked.

"Hmm... I shouldn't... Maybe just two..." Thor said as he took a couple with a grin.

"Gotta love a guy with a big appetite." Atticus remarked.

"Yeah, it's been going on since my growth spurt." Thor replied before he ate one hot dog at a time.

"We can get plenty of food once we retrieve that magnifying jewel." Lionel replied as the Sea Duck flew home.

"Okaaay, I'll try to wait and be patient." Thor said.

"That's the spirit!" Atticus smiled.

* * *

They soon made it to the office and back home as they celebrated their victory.

"We did pretty good, huh?" Kit asked.

"Ha-ha! One hundred thousand smackers!" Baloo laughed happily as he opened the door. "Oh-ho! Now I can back my plane back and get outta here. Now let's grab that sparkler and scoot."

Once the door was opened, it looked as though the place was ransacked which was a bit horrifying.

"Guys, look!" Kit gasped.

"The doll's gone!" Baloo cried out once he saw that Molly's doll was missing.

"Molly?! Mrs. Cunningham?!" The boys cried out.

"Molly?! Beckers?!" Baloo added before he rushed to the storage room. "Where are you?! Where'd you go?! Oh, my gosh!"

"This is bad," Atticus gulped. "This is very bad."

"Guys, look!" Thor pointed out at the dartboard which seemed to have a clue on it.

Everyone saw the note, and Lionel got it down.

"' _Unless you return the stone, you'll never see your friends again_..." Lionel read. "' _Seriously yours, Don Karnage'_... Why, the nerve of that low-down coward!"

"They won't get away with this!" Atticus proclaimed with his hands firmly on his hips, in an almost Superman fashion.

"Oh, how are we supposed to give Don Karnage the rock, when he's got Molly and Molly's got the rock?" Baloo groaned.

"Oh, this is all my fault." Kit sulked.

"What are you talking about?" Baloo asked him.

Kit shook his head before he said, "Come on, we gotta save 'em."

"Don't gotta tell us twice." Atticus replied as they left the office.

* * *

Soon, they were back aboard the Sea Duck, where Kit was triangulating a map to find the place.

"Look, Kit, I'm all for savin' Molly, even ol' Beckers, but we don't even know where they are!" said Baloo.

"I do: Pirate Island." Kit replied.

"Huh? But nobody knows where that is!" Baloo replied.

"Once we pass the cliffs, fly 1-6-0, south, southeast." Kit continued.

"You're the navigator." Baloo shrugged, flipping some switches.

The SeaDuck began to fly through some clouds at that take-off. Kit held the dividers in such a way that made him seem worried.

"You okay?" Thor asked.

"Huh? Oh, yeah, I'm totally fine." Kit reassured.

"Okay, Kit, now give," Baloo then said before he looked curious. "How'd you know so much about the Air Pirates?"

Kit looked away from him shyly.

"Aw, you can tell old Baloo," Baloo smiled softly. "Did ya stumble onto their hideout?"

Kit began to look angry about something now.

"Were you kidnapped by 'em?" Baloo continued. "Was...? Was your dad a pirate?"

"No, _I_ was a pirate!" Kit soon cried out as he couldn't take it anymore. "You happy now?!"

"Wow." Atticus blinked from that.

Lionel and the others watched as Kit stormed off.

"...We should give him time to cool down," Lionel suggested. "Perhaps when he's not so aggravated, he'll be in a talkative mood."

"Yeah..." Atticus nodded.

"Gosh, who knew a little tyke like him would end up being a pirate?" Thor frowned.

"I think I should talk with him." Baloo suggested.

"Alright, Baloo; go for it," Lionel replied. "You seem to have connected with him the most."

"Mind the controls for me, will ya?" Baloo asked as he put auto-pilot on the plane.

"Sure thing, Baloo." Atticus saluted.

Baloo nodded as he soon went in the other room to talk with Kit.

"I'm glad about how close those two are." Thor smiled at Atticus and Lionel.

"Me too," Lionel replied. "Kind of a father/son sort of thing."

* * *

_**Meanwhile...** _

"Aren't you supposed to be flying?" Kit huffed as he hugged himself, away from Baloo.

"Relax. I got her on auto-pilot and the boys are keeping an eye out for me," Baloo replied as he came to talk with the young bear cub. "Now, you wanna take this from the top?"

Kit sighed with misery. "I got no family, no home. I hooked up with Karnage's gang about a year ago, but I got sick of 'em," he then told the adult bear. "So, when I saw that stone, I figured... Heh... 'Hey, make your move'," he then let out a sigh. "That's when I ran into you."

"Aw, forget about them, Li'l Britches," Baloo said, putting his arm around Kit. "From now on, you're with me. We're buddies. Pals. A team."

"Heh heh, yeah. Umm..." Kit replied. "Thanks, Papa Bear." And he and Baloo both hugged.

Atticus, Lionel, and Thor kept a look out the windows.

"Well, it looks quiet so far." Thor said to the others.

"Yeah... That's usually the calm before the storm," Lionel said, as the Sea Duck was soon flying towards a cluster of inky-black clouds. "Sorta like this, really."

"Huh... Where'd those clouds come from?" Atticus replied.

"I think we might have company." Thor remarked.

"...Or we've flown into a storm." Lionel rolled his eyes.

"Baloo?!" Atticus and Thor called.

Baloo soon came back with Kit to take a look and luckily, they weren't in a lot of danger just yet. They soon flew through three volcanoes which brought them to a new location.

"There it is, Pirate Island." Kit pointed out to the others.

"What?" Baloo asked. "Behind the volcano?"

"No. In the volcano." Kit clarified.

"Whoo-Hoo! Hot stuff." Baloo exclaimed.

"Kit, I may survive the volcano lava, but I'm not sure about Lionel or Thor." Atticus remarked.

"We'll use the back door," Kit explained. "Now, come in low and fly through that fog bank."

"But, that's solid rock down there." Baloo replied.

"Trust me." Kit reassured.

"This better be good." Thor remarked.

"We can handle ourselves, thank you very much!" Lionel remarked. "We also have magic, which you seem to keep forgetting, Mr. Fudo!"

"Nyah!" Atticus slanted his eyes at that.

"Don't worry, I wouldn't put you guys in danger." Kit told them.

Baloo decided to push on the switch and he flew through the fog bank and dodged the bone rib like rock to land on the water in the cave and turn towards a stone dock overlooking a waterfall.

"Woo-hoo!" Baloo cheered. "That was some ride, Kit."

Kit then opened the side door and got out at once. Baloo ran close behind with Atticus, Thor, and Lionel as they headed to bunch of rocks attached with ropes on both sides of a hole over a volcano filled with magma.

"This way." Kit said as he jumped onto the first rock with the others following.

* * *

And so, they went stone-hopping as they followed after the young bear cub who knew more than they did. 

"What was up with you back there?" Lionel asked. "'I may survive the volcano lava, but I'm not sure about Lionel or Thor'." he said in a pitch-perfect impression of Atticus.

"Well, I didn't know if you could withstand the lava like I could," Atticus replied. "...Also, I don't sound that nasally!"

"Uh, ya kinda do." Thor chuckled sheepishly.

"Well, it makes us sound like we're completely incapable of getting anything done without you," Lionel remarked. "Teammates are supposed to lift each other up, not push each other down! ...I thought that you, of all people, would know that!"

"Oh! Okay!" Atticus glared. "The next volcano that shows up, you can jump in it before me! How does that sound?"

"Why would I want to jump in a volcano?!" Lionel exclaimed, before sighing. "...Two points. 1. I could just make a heat-resistant shield to protect myself and Thor from the lava. And 2. the only reason the volcano is Karnage's lair is because it's the one place nobody would suspect to look. I'm sorry I got all pissy... You're one of the Pilots of the Caribbean, and I value you as a part of this team."

Atticus narrowed his eyes before he shut them and sucked in some air as he started to count backwards from 10 before he would get too angry.

"...You okay now?" Thor asked Atticus.

"I... I think so..." Atticus said softly. "...Lionel, I'm sorry about that."

"No, I'm sorry," Lionel replied. "I shouldn't have misinterpreted your statement. It was a dummy move, and I shouldn't have doubted your dedication to this team."

"I was just worried you might get a bit hurt," Atticus said. "I mean, Lionel, I'm sure you could make it, but Thor's just a warlock."

"Maybe I should use a magical barrier to protect all of us?" Thor suggested.

"...That would be nice," Lionel replied. "Thank you, Thor."

Thor beamed before he cracked his knuckles and used a powerful spell to protect them all through a magical barrier before he looked woozy suddenly.

"You okay?" Atticus asked in concern.

"I'm fine..." Thor said, dizzily before he shook his head. "Phew... I guess I used up a big chunk of magic."

"I got ya, man." Lionel replied as he placed his glowing hands on Thor's back and channeling the energy through his body.

Thor's eyes widened before he looked calm and like his usual state.

"Better?" Atticus asked.

"Much better," Thor smiled. "Let's get make like a tree and split."

Atticus rolled his eyes slightly from that before shrugging as they walked off together. Everybody looked around as they seemed to be alone.

"Nobody home?" Baloo asked.

"Maybe they're out on a heist." Kit guessed.

"Well, then, let's go find the gals!" Baloo exclaimed.

Kit took a torch off of the wall, which caused a large, pointy object to be shot at a spot on the ground. He and Baloo ran off, until they stopped. "Whoa! The whole place is rigged!" he then yelped.

"Rigged?" asked Baloo.

"Watch." Kit said as he tossed a stone across the floor. 

It made one of the panels flip over, revealing a bear trap.

"Uh, yep, I'd say that's rigged right there." Thor nodded from that.

Baloo gave a small whistle in response.

Kit put his hand over Baloo's mouth. "Shh!" he then shushed him as he threw the torch over the cliff and then tiptoed a bit before running away.

"Hey, what about the traps?" Baloo asked him as he followed after the young bear cub.

"Ah, everything in this hall is busted." Kit replied.

"We better be extra careful." Thor advised.

"We should be fine with your barrier." Atticus replied.

And so, Kit walked down the hall, only to step on a tripwire, which activated a circular saw that slashed at the group as they avoided it.

"Gee, nice company ya hung around with..." Baloo remarked as they continued on their way.

"Yeah, really." Thor replied.

They then walked further into the cave while being as careful as possible. The boys ran as they jumped over a ridge that crumbled with ease. Then a second one they jumped over. They ran around the corner and then turned their backs to look at the damage. A grey arm poked Baloo on the shoulder as the guys turned around as it revealed two air pirates. One of them was big and tall wearing a cheese colored raincoat with a blue scarf while the second one is a grey-faced furry with white eyebrows and a full on white beard with a cherry nose. He wore a blue coat, red pants, red doo rage, one black boot, and a peg leg. Suddenly, Baloo and Kit started to dance like they were watching and listening to a hoedown.

"Everybody, hoedown!" Baloo proclaimed.

"I ain't much for dancin', but..." Thor shrugged before he began to Irish step dance.

"Wait, what's going on?" asked Lionel, confused.

"I have no idea." Thor shrugged.

"Well, swing to the left and swing to the right~," Baloo sang as he began to dance with the Air Pirates. "Do-si-do all day and night. Back and forth and round about, then you knock your partner out!"

Baloo and Kit then threw the Air Pirates into each other, they bumped heads and knock themselves out cold.

"Slap me some skin." Baloo beamed at the bear cub.

"Yeah!" Kit beamed as he slapped a five with Baloo.

"Everyone be quiet for a minute." Atticus said.

Everybody else looked at him.

"I think I hear Molly and Ms. Cunningham not too far off," Atticus said as he listened closely. "Then again, might be my super-hearing."

"Alright, then let's go-man-go." Lionel replied as he and the others tiptoed along the path until they saw one of the larger Air Pirates getting one of the keys off the rung.

* * *

Shortly after, they knocked him unconscious.

"Keys and thank you!" Lionel chuckled as he confiscated the keyring from him.

Thor shared a quick high-five with Lionel as they continued onwards.


	6. Chapter 6

**_Meanwhile, at the dungeon..._ **

Rebecca and Molly were sitting down on a bench in a locked cell, not happy about being kidnapped.

"Mommy, I don't like this place." Molly pouted.

"I know, sweetie." Rebecca cooed as she hugged her daughter.

"Neither does Lucy." Molly then said as she hugged her doll.

"Shh! Someone's coming." Rebecca shushed as she suddenly stood up.

The door was unlocked, and Baloo peeked his head in. "Somebody order a rescue?" he asked, before he got clubbed on the head.

"Baloo!" Atticus gasped. "No!"

"That'll teach that goon to call me... Becky?!" Rebecca stopped in the midst of her getaway to realize what she'd done. "Baloo! Boys! What're you doing here?"

"Saving you... I think..." Baloo remarked, clutching his head.

Just then, an alarm went off.

"What's that?" asked Thor.

"Karnage is back!" Kit exclaimed. "We gotta get!"

"Wait?! My pink slip!" Rebecca then cried out.

"Relax, Beckers; it's back where it belongs." Baloo replied as he patted the pocket of his shirt before he ran off with Rebecca.

"But...!" Rebecca cried out.

"Butts are for kicking!" Thor replied. "Come on, Ms. Cunningham, we don't have time for this!"

"Oh... You're right..." Rebecca said softly.

The group soon ran down the boardwalk steps before the train tracks.

"This way!" Baloo called out before the stone doors slid open.

"Too late, hide!" Kit pointed to some nearby crates, which the group took refuge behind.

"Now we'll _never_ get out of here..." Molly said sadly as the Iron Vulture entered the cave and the pirates spilled out of the mouth.

The group made another run for it.

"Quick, before they see us!" Baloo exclaimed as he and the group took cover behind some supplies.

They soon looked on a bit as Don Karnage appeared with his minions with several other air pirates.

"All right, Ratchet," Karnage began to order. "Take those goodies to the workshop and... Do shop work on them."

The minion soon walked off at that.

"Excellemundo," Karnage nodded from that. "Another profitable looting escapade, yes-no?"

"Well, a thousand groveling pardons, Captain," Mad Dog spoke up as Dumptruck took off his hat as a sign of respect. "But could we ask you one little question?"

"Speak up, my door is always open sometimes." Karnage replied, tapping his foot impatiently.

"Oh! Well... Lately, we've been skipping the valuables and swiping flagpoles, and wire and fishbowls and stuff..." Mad Dog began.

* * *

Baloo, Kit, Atticus, Lionel, and Thor looked at each other in the background on that.

"Yes, yes," Karnage nodded. "What is your pathetic, insignificant little point?"

"Ya, well, what's all this junk for?" Dumptruck soon asked.

"Yeah, we don't understand." Mad Dog added.

"That is why I am in charge and you are bit players!" Karnage snapped as the others who were hiding ducked down so they wouldn't be seen before he looked at them. "Oh, did I hurt your feelings?"

Dumptruck and Mad Dog looked glum from that.

"Good," Karnage then said. "This is all part of my master plan. Do you not see?"

"No." All of the air pirates replied.

"Very well then. I shall just have to show you," Karnage replied before he threw open some doors, not too far off from where Baloo was. "Voila!"

A chamber was soon shown with a steampunked cannon underneath a green cloth on train tracks. There was a metal smelter furance in the background. The pirates all gasped in amazement as the hiding group popped up from the stuff.

"Lovely, isn't it? Heh," Karnage chuckled at his minions. "Come, come, come. Take a closer-up look."

"We can get out through there," Kit pointed to an exit that was surrounded by pirates.

"Oh, great..." Rebecca said sarcastically.

"Hold on... I'm gettin' a brainstorm!" Baloo remarked.

"And me without my umbrella." Rebecca rolled her eyes.

"This should be good." Atticus replied.

"What's the plan, Papa Bear?" Thor asked.

"Just follow my lead," Baloo smirked. "And remember to stick with whatever I do or say."

"Can do, boss," Lionel saluted.

"Thanks to our mechanical genius, Ratchet," explained Karnage. "And this handy copy of Do-It-Yourself Electronics, we will soon have a handy device that will soon get us into... Cape Suzette!"

"FAAABULOUS!" exclaimed the pirates as Dumptruck stepped forward.

"Are we going to rob it?" he asked.

"No, we are going to PLUNDER it!" Karnage proclaimed.

"But wait, aren't we robbers?" asked Dumptruck, before Karnage stomped on his head.

"No, we are _not_ robbers!" exclaimed Karnage. "We are pirates! PIRATES, _PIRATES_ , **PIRATES**! HOW OFTEN MUST I REMIND YOU?!"

This soon began a song as the others were coming by.

"When you're a professional pi-rate~" Atticus began to sing.

"That's what the job's about!" Thor added.

"One more time!" Baloo's voice suddenly called out.

"Wait a minute! I am the only one who says, 'One more time'!" Karnage glared before he pushed a button and jumped down on stage, looking angry.

"I am a pirate! I am a pirate! Suave and dashing, sabers flashing, bodies crashing, molars gnashing!~" Karnage sang. "What a pleasure, seeking treasure! All the stealing, and concealing, and the keeling, what a feeling! Ah-ha-hah! Take the sky by thunder! (Thu-under!) It is so wonderful to plunder! (Plu-under!) When a village needs a pillage, and my pockets need a fillage, You know what I'm saying?" he then asked. 

"We are pi-rates! Sky pi-rates! Just think of all the people we can cheat!" sang Mad Dog with the chorus.

"What a great career, as a buccaneer!" sang Dumptruck as the others snuck by. "It keeps us in the air and off the street! Off the street!"

"We are pi-rates! Sky pi-rates!" sang Lionel. "We're as good at being bad as bad can get!"

"And the biggest prize, stands before our eyes, To capture captivating Cape Suzette!" sang the pirates. "Cape Suzette! Cape Suzette!!"

"One more time!" Baloo's voice suddenly called out.

"Wait a minute! _I_ am the only one who says, 'One more time'!" Karnage glared before he pushed a button and jumped down on stage, looking angry.

"I reckon we're mighty busted," Lionel remarked. "Too bad, it was a nice tune."

"Hopefully Baloo has a good plan coming." Atticus replied.

"Don't move, Kit," Baloo told the young bear cub. "If they drag us away, you grab Molly and get. You too, guys." he then added to Atticus, Lionel, and Thor.

"But, Baloo--" Kit frowned as Dumptruck handcuffed Rebecca and Baloo together by the wrist and pushed them towards the front of the stage.

When Rebecca made it to the sense, her grey mustache fell onto the stage and Don Karnage stabbed at it.

"Ah!" Karnage called before he removed the right eyepatch to see Baloo's eyes. "The round furry pilot and the annoying business lady," he then looked confused. "Wasn't she locked up?"

Gibber came over and whispered something into Karnage's ear which made him angry.

"Well, of course she must have escaped!" Karnage then snapped at him.

Gibber was shocked that this happened as his boss caught his breath.

"Never mind," Karnage said before he pointed his sword at Baloo's throat and also pointed at his cannon. "I hope you brought my stone. I need it to complete my plans."

"Stone?" Baloo asked. "You see any stone, Becky?"

"What?" Rebecca replied. "What stone?"

"Do not be the clever guy with me," Karnage glared as he got in Baloo's face, but then realized if Baloo was here, then the boys had to be around. "You are not qualified! Wait... Where are the boys?"

"Go Fish." Baloo replied.

Thor chuckled from that.

"You would risk your lives protecting those filthy fleas?" asked Karnage.

"Hey, lay off, they're good kids!" Baloo spat.

"Aww... Thor smiled from where he hid.

"Now?" Kit asked.

"I think now would be a good time, yeah." Atticus nodded.

Kit soon jumped over with Atticus, Thor, and Lionel over one of the pirates, though Thor ended up crashing and sitting on top of the pirates by accident, then Kit shoved the shaggy dog pirate down for good measure.

"Hiya, gang!" Kit proclaimed. "I'm back!"

"Kit?! What are you doing?" Baloo gasped as he and Rebecca turned over.

"Can it, rudder-rump!" Kit glared at him.

"Rudder-rump?" Baloo asked.

"Yo, Captain!" Kit beamed. "How'd I do?"

"What are you talking about, you juvenile delinquenty wink?" Karnage crossed his arms.

"I'm talking about what you taught me: The old Karnage hustle," Kit replied. "And these guys are gonna help me out a little while I can help them too."

"Better keep your trap clapped," Lionel told Atticus. "This lying thing is beyond your expertise. Let the pros handle it."

Atticus just nodded his head as he decided not to speak for the sake of the ruse.

"Oh, Atticus..." Thor sighed from that before he cleared his throat with a glare as he acted. "Oh, yeah! We're gonna be pirates too!" he then announced to Karnage. "Being good is _sooo_ overrated!"

"You?" Karnage laughed. "You don't look like you could hurt a fly."

"Trust me," Thor glared as he looked seriously aggressive as he shook his hands into fists. "You do not want to poke a hibernating bear. I may be a lovable moron on the outside, but if you cross me, I'LL RIP YOUR GUTS OUT AND STOMP ON THEM AND SEND THEM BAM! ZOOM! AND TO THE MOON! HOW'S THAT?!"

"Whoa! Take it easy, fella..." Karnage said nervously. "You'd be a great bodyguard."

"Not to mention when it comes to plunder, I don't blunder!" Lionel replied before he walked behind Dumptruck and then emptied out his own pockets, which were full of treasure. "See?"

"You shouldn't mess with us." Thor grinned as he stood back-to-back with Lionel.

Atticus merely nodded in silence, luckily not having to twitch or flinch because he was being dishonest as he decided to pantomime like he was a silent partner.

Kit then got in behind Karnage and stole the key to the cuff. He then put it behind his back and flicked it in between his claw toes. "First, I pretended to steal the stone from you, so I could finagle some ransom money out of Shere Khan." he then said as he helped Baloo and Rebecca while both felt flustered as they couldn't believe what was going on by going over to the cuffs and used his foot and the key to unlock the handcuffs. He also used his leg to toss the cuffs away.

"What ransom money?" Karnage asked.

"$100,000." Kit simply stated.

"Really?" Karnage replied.

"Ooh!" The other pirates recoiled in awe.

"Then I was gonna steal the rock back and give everything to you," Kit then explained before pointing at Dumptruck and Mad Dog. "That is until these clowns messed it up by grabbing the lady and kid."

"Ya mooks!" Thor huffed. "I should turn you two into my new weight set. I could do about 10,000 lifts of ya easy!"

"Yeah, next time the boss gives instructions, don't deviate from what he toldja!" Lionel added.

"You ear picking ignorama-mouses!" Karnage growled at Dumptruck and Mad Dog. "I ought to hang you by your pinkies!"

"Sorry." The two said a bit lowly.

"Relax, Captain," Kit said as he went over to Baloo to give up his new cap at the adult male bear. "I bamboozled this bozo into bringing me back."

"Kit... I-I thought we were pals?" Baloo replied. "Especially you three..."

"Yes, I thought you were pals, too." Karnage added from that.

"Nah, we were all just sayin' that to get what we wanted," Thor smirked. "Ain't that right, Kit?"

"Yeah, we were just using the poor jerk to get us the stone!" Kit replied before laughing. "And he fell for it!"

"It was too darn easy, that's for sure!" Lionel snorted. "Like yoinkin' candy from little kids!"

Baloo looked a little angry about being used like this.

"Very, very good. I like that!" Karnage grinned, showing his teeth. "Then you will not mind if I blast them!" he then said, bopping Baloo's nose for good measure.

* * *

All the pirates surrounded Baloo and Rebecca and brought out their guns. Baloo and Rebecca embraced each other out of fear.

"Ready? Aim...." Karnage started.

"Wait!" Kit stopped the pirates. "Aren't you forgetting something important?"

Lionel strolled over to Molly, took Lucy from her, and popped the doll's head off.

"You're hurting Lucy!" Molly yelled.

"Ah, shaddup!" Kit snapped, making Molly cry.

"Mom-my..." Molly sniffed.

"Ooh, he is even mean to children!" Karnage pointed out, impressed.

Lionel fished through the body until he pulled out the red jewel. "So, what'd you think of our plan?" he asked.

"Boys, you are a refreshing addition to my normally thick-headed group," Karnage remarked as Baloo discreetly grabbed a sackful of something.

"Now, how about we let these saps go, eh?" asked Thor.

"Do not be silly," Karnage replied casually. "I never let ANYBODY go."

"Well, then eat my gold dust!" Baloo proclaimed as he tossed a bag of gold dust in the villain's face and it created a gold dust-equse smokescreen, causing the pirates to cough and wheeze.

* * *

Somehow, Atticus, Lionel, Thor, and Kit managed to escape during the confusion.

"Shoot them... A lot!" Karnage cried out as he covered his eyes in pain. "Perforate them, you pinheads!"

"Run! Run!" Baloo called out. "Step on it, Becky!"

"It's Rebecca!" The adult female bear corrected.

"Run! Run!" Baloo called out as he ran through a blue cave with Rebecca and Molly in tow as the pirates were chasing them. "Step on it, Becky!" 

They soon ran through a cave with a stone bridge.

"Uh-oh! Trouble," Baloo said before hearing some noise which was the air pirates chasing with swords and guns. "Worst trouble!" He grabbed Rebecca and Molly and ran north.

* * *

The Air Pirates shot off their guns recklessly as Baloo ran around the corner and pushed a stone block on the wall. It pushed in and a rumbling filled the air as the bridge collapsed. Unfortunately, the Air Pirates stopped too late and fell over the collapsed bridge and into the water.

Baloo, meanwhile, with Rebecca and Molly in tow, made it to the dock where the Sea Duck was. He opened the pilot's side door, despite the SeaDuck being exited from the navigator's side door.

"What about Kit and the boys?" asked Rebecca.

Baloo climbed inside as the Air Pirates crawled up the collapsed bridge. In the cockpit, Baloo started the engines, pushed the switch and the SeaDuck took off and flew out of the back door cave of Pirate Island. At the front door, the CT-37's were already out of Pirate Island via the Iron Vulture. A cannon fired from of the volcano at the SeaDuck, but it flew away from the volcano as Don Karnage was flying his plane after it, gritting his teeth. He fired his machine gun and put some holes in the plane.

"I can't shake these guys...!" Baloo exclaimed. He then looked around and then looked up. "I hoped I'd never have to use this. Hang on tight!" he then instructed.

Rebecca soon held Molly tightly in the navigator's seat as Baloo pushed an orange button on top of the windshield. There was suddenly rumbling and shaking in the SeaDuck as we cut to Don Karnage and his crew flying and shooting. The SeaDuck then got supersonic speed and disappeared in a flash of light ala Star Trek.

Don Karnage was shocked and panicky along with his men. "Aaaarrghhh!" They all screamed out.

The sonic waves caused them to spiral out of control and nosedive towards the water.

"5... 4... 3... 2... 1!" Baloo struggled before he pushed the orange button again and the SeaDuck stopped its sonic speed and went back to normal speed.

"What... Was that?" Rebecca gasped.

"A little something I added, but use it too long and the engines overheat, and boom-boom, bye-bye." Baloo replied.

"Baloo?" Molly spoke up.

"Yeah?" Baloo asked her.

"Let's do it again!" Molly beamed happily.

* * *

Atticus, Lionel, and Thor soon peeked out in the background during the chaos.

"I guess it could've been worse?" Atticus shrugged.

"Yeah, fair point." Lionel replied.

Kit began to look very awful about himself as they sat in the cave together.

"Ah, so here you are," Karnage remarked. "There. Haha. You are back with the pirates now, yes-no? You did well, my puny protege. Happy?" he then asked, putting his hand on the bear cubs' shoulder.

"Yeah," Kit said softly, but turned away with tears in his eyes. "Couldn't be happier."

Lionel, Thor, and Atticus looked sad as they saw how terrible Kit felt about faking like he betrayed Baloo.

* * *

Back on the docks of Higher for Hire, Baloo and the others walked toward the office door.

"What is with you?" Rebecca asked the sloth bear. "You haven't said three words the whole flight home!"

Baloo was about to open the door, but it was locked. Then a black limo arrived and someone off-screen grabbed Rebecca and Molly; while a tiger hand with a green sleeve grabbed Baloo and forced them all into the limo. The doors closed on the limo and it drove away, before it reached the ground level in front of Khan Tower. They were rushed inside as we pan up to the top of the building outside. Then we cut to inside Khan's office as the elevator door opens as the Khan limo driver just shoved Baloo, Molly and Rebecca out of the elevator and they landed on their rear ends on the floor. The elevator door closed as we cut to a far shot of the office with Mr. Khan at his desk and a rabbit in science gear standing next to a chalkboard.

"Ah, so glad you could stop by." Shere Khan remarked casually, as Rebecca stormed up to his desk.

"There are rules about this sort of thing, you know!" she scowled, as Shere Khan stood up.

"I make my own rules," Shere Khan replied. "Where's the stone?"

Baloo's fists were clenched with rage, as he looked ready to throw down.

"Look, before we tell you anything; what is this "stone" everybody keeps talking about?" asked Rebecca.

"Fair enough," Shere Khan looked at the rabbit doctor. "Doctor Debolt, if you would?"

The doctor put his pointer on the chalkboard. "The stone is actually a sub-electron amplifier, which means it can create unlimited amounts of electricity, enough to run all of Mr. Khan's businesses!" he explained. "But we were only able to create one stone and it..." 

Khan grabbed Debolt by the neck and tossed him onto the desk off-screen. "Thank you, Doctor," replied the tiger, before turning back to the three. "Now, where is it?"

That was a very good question with a bit of a painful answer.

"Um... We don't have it," Rebecca replied regretfully. "Don Karnage does."

"I am displeased, Baloo," Shere Khan glowered as he sheathed out his claws. "You have let me down."

"Don't tell me about being let down, Mister, 'cuz I'm an expert!" Baloo huffed. "You let someone get close to you and they stab you in the back! Well, I'm sick of being used and I'm sick of working for you!" he then pointed at Rebecca. "And I'm sick of your stupid stone!"

Dr. Debolt looked just as stunned as he was with his tiger boss.

"So you all just leave me alone!" Baloo roared before he went to storm off.

Hmm... A very emotional man," Shere Khan remarked. "You're all dismissed."

"But, Mr. Khan--" Dr. Debolt spoke up.

"Good day." Shere Khan stated as he turned around in his chair to look out the window.


	7. Chapter 7

Back at Higher for Hire, Baloo carried three suitcases towards the SeaDuck, with Rebecca and Molly running after him.

"Baloo? Where are you going?" asked Rebecca.

"I'm outta here, sister. Maybe I'll try Louie's for a bit." Baloo remarked, tossing the luggage into the back of the SeaDuck.

"But that's my plane!" Rebecca exclaimed.

"Uh-uh," Baloo turned around and brought out the pink slip he got from the prison guard earlier. "I own it now." 

Rebecca tried to grab it, but Baloo put it back in his pocket. 

"And just to make it all fair and square, this gold oughta cover it." The adult male bear said, taking out a small bag of gold he stole from Don's treasure vault and gave it to Rebecca. He tipped his cap, but it stopped by Molly pulling on his shirt.

"Don't go, Baloo." Molly begged.

Baloo embraced the young cub for a few minutes. "Sorry, Cupcake, but the sky's calling and I'm gone." he replied.

"This isn't about the plane, or the stone, or even me; it's the boys." Rebecca told him.

"Oh, what are you, the pirate den mother?!" Baloo scowled, feeling betrayed.

"Baloo, I know it looks like they betrayed us, but think with your heart and not with your head." Rebecca begged as Baloo closed the side door.

"Forget it! From now on, I fly solo!" Baloo declared, opening the navigator's door and hopping inside. He started the engines as Rebecca and Molly scooted away, and the SeaDuck took off as the mother and daughter watched it fly away. 

Molly was in tears and propped her head against Rebecca's pant leg.

"I just don't believe the boys have gone bad!" Rebecca said to herself.

* * *

Meanwhile, at the top of a mountain spike with vultures circling around it, a familiar gang of villains were together.

"Get it loaded, men!" Karnage barked orders to his crew. "We are leaving in ten minutes."

"Oh, hurry up!" Mad Dog called out.

"Phew..." Thor sighed before looking at Atticus and Lionel. "How you guys doing?"

"I'm not sure how much I can keep silent about this." Atticus groaned a bit.

"I've felt worse," Lionel replied. "But I still feel pretty bad."

"Yeah, same here," Thor sighed. "I thought maybe it was just heartburn, but I just feel so yucky inside."

"Baloo thinks we really double-crossed him," Lionel remarked. "It's called guilty feeling."

"Oof... What do we do?" Atticus groaned.

"We just have to keep it up," Thor advised. "Also, Atticus, I'm gonna have to ask you not to talk until you work on your acting skills."

"I'm sorry." Atticus replied softly.

"We'll only have to keep this up until Karnage figures out the truth," Lionel replied. "Besides, he's already taking flight. So whatever his scheme is, we'll find out soon enough."

Atticus and Thor nodded from that.

"Hopefully we can get this over soon," Atticus replied. "Not to mention a hu-u-uge apology for Molly, Baloo, and Ms. Cunningham."

"We will, buddy," Thor promised. "We got bigger fish to fry right now," he then smiled wistfully. "Mm... Fish~..." he then narrowed his eyes. "But no time to think about food at a time like this! Let's get to work!"

The boys got to their feet and into action, as the Iron Vulture soared off into the night.

"Ready or not, Cape Suzette; here I come!" Karnage proclaimed.

* * *

Meanwhile, we see the city of Cape Suzette and then we see a drug store called "Brenda's & Jim's Drugstore" which had an orange sign that said that they sold soda, cigars, and a telephone.

"Yes, yes. I know it's closing time, but just tell me," Rebecca begged as Molly was eating an ice cream sundae while her mother was on the phone. "Do you have any cargo planes for sale? You do? Great! I'll be by tomorrow," she then hung up the phone and crossed her arms. "Now all I need is a pilot."

"What about Baloo?" Molly asked as her face was a mess.

"Now, honey, I told you," Rebecca said as she wiped her daughter's face clean before sitting down with her with a sigh. "He's gone away. It's just us two. Though I wish he were here."

Atop the cliffs of Cape Suzette, the cliff-guns that defended the entrance were blown to rubble; All the cliff gun operators were yelling and scattering in various directions.

Karnage was on the edge of the landing strip, looking from a telescope and feeling giddy. "Heh-heh-heh. Lookety-look!" he chuckled. "They scurry like the little ants."

The pirates looked on as Ratchet was operating the Lightning Gun.

"Ah. Once more with feeling, Ratchet." Karnage ordered. 

Ratchet put on the safety goggles and fired up the Lightning Gun, but he fired and missed two cliff gun operators and their guns by at least ten feet, leaving Don Karnage shocked and appalled. 

Karnage then took the telescope and bashed Ratchet in the head with it several times. "Missed, you naughty boy!" he scolded him, before turning and coughing, as Ratchet looked ashamed. "Try again, please." he then told him as he looked into the telescope.

In the bunkers, Kit was sleeping on a bunk bed with an aviation comic in his hands. An explosion occurred, waking Kit up. Outside, more shots were fired at the cliffs at no one in particular. Kit ran down the catwalk and then used a curved pillar to slide down to ground level; he ran over to a doorway as Dumptruck came out.

"What's going on?" asked Kit.

"Nrr, the captain is blowing the stuffing out of Cape Suzette." explained Dumptruck.

"Is he crazy?!" asked Kit.

"Yup." Dumptruck chuckled.

* * *

Shere Khan was in his office as he then looked on, seeing the Iron Vulture firing and causing explosions.

"There, see? I told you." Dr. Debolt told the tiger.

"Yes, I believe you," Shere Khan replied before he walked over and got on the phone. "Thousands wouldn't. Get me the airfield."

"This is crazy!" Atticus cried out.

"Exactly," Lionel replied. "And Karnage is having a ball of a time."

We then see a landing strip somewhere in the city as planes took off and fly into the sky. They soon flew towards the Iron Vulture which was chugging along inside the city limits.

"How do you like them mangoes, citizens?!" Karnage taunted the citizens.

"What are you doing?" Kit soon cried out as he came beside him.

"Ah, there you are my boy," Karnage smirked at him. "Come, come, come, join the festivities."

Kit soon walked off before Karnage followed him until Gibber came up from behind and whispers in his boss's ear.

"What?!" Karnage turned around in shock. "They think to stop me with their puny type planes?!"

Three planes soon shot bullets at the two, forcing them to duck as they almost got shot. Karnage then got up and jumps onto the lightning gun and pushed Ratchet out of his seat.

"Good day!" Ratchet gasped out.

"Take that! And that! And even that!" Karnage laughed like a maniac.

"I think I see someone familiar coming..." Atticus said to Lionel and Thor before using his telescopic vision which made him gasp.

"Well?" asked Thor.

"Who is it? Who is it?" added Lionel.

"It's Ms. Cunningham and Molly!" Atticus told them worriedly.

"Oh, this is disastrous..." Lionel shivered as Karnage made his speech.

"Attention! Attention!" Karnage began to announce to the citizens of Cape Suzette. "Hello, wonderful people of Cape Suzette. Allow me to introduce myself, a man who needs no introduction. I am Don Karnage: pirate extraordinaire!"

Suddenly, Rebecca and Molly came out from where they were before as they heard the name out of fear.

"Don Karnage?!" Rebecca gasped.

"For years I have tried to visit your fair city, but you have always shooted at me!" Karnage began, sounding a bit like a manchild. "Ahem. However, now that I am here, you will hand over all your money and valuable nickety-nacks to me. Okay-dokey?"

The only response from that was dead silence.

"I didn't hear a yes," Karnage then said before he walked over to his men. "We shall have to soften them up a bit."

The Iron Vulture shone a spotlight onto a building and then shot the lightning gun on it, causing damage. Then a second shot onto a taller building. Then a bridge as everyone scattered in opposite directions. We see someone try to get out of the subway as denizens yelled and scattered as more lightning gunshots were fired, destroying a car. Debris fell on the city; breaking down a Cape Hotel sign that almost squashed Rebecca and Molly.

"Mommy!" cried Molly.

"Don't worry, I've got you, baby." Rebecca said as she grabbed Molly and ran off southwest as the shooting continued.

* * *

Meanwhile, Don Karnage was standing next to a pirate with a party hat on his head.

"I am having such a great time!" The pirate giggled as he noticed Kit was sitting on a wooden box, sulking. 

Don came over and gently slapped him on the back. "Are you glad you are up here on the winning side... Instead of with that loser pilot?"

Kit nodded and faked a smile, but when Karnage left, he felt lower than low. "I gotta do something..." he realized.

"And we're gonna help you." Atticus said from right behind Kit.

More buildings soon got shot by lightning guns.

"Well, it's good to see you have the team spirit." Kit said to Atticus.

"Of course I am," Atticus smiled. "It's how I was raised."

"Hmm... Barbecue a few more buildings, Ratchet, and then we shall begin the biggest plunder of all time: An entire city!" Karnage grinned wickedly and eagerly.

"Let's get to work," Atticus said. "Lionel? Thor? Come with us."

Lionel and Thor nodded and followed behind their friends. Kit soon snuck up behind Ratchet and grabbed the stone out of the holder. This caused the lightning gun to shut down completely as the pirates were in shock. Kit then jumped down as Thor rushed to the lever and pushed it down and grabbed the grappling hook as it came from that.

"Put that back!" Karnage glared.

"Make me!" Thor sneered as he grabbed the grappling hook before the group was soon chased by air pirates. 

They managed to slink into a gap Kit created with the grappling hook. The boys ran and jumped over it, and then squeezed through a small vent; then the pirates looked around and ran left as directed by the short shaggy dog pirate Kit shoved. Kit and the others popped from the hole and slid down to ground level.

"Wait..." Lionel said, listening out.

"Okay, boys. I got 'em!" Mad Dog's voice could be heard.

"Keep going!" Thor whispered loudly.

They soon ran off only to run into the radio room door and came to a stop, only for pirates to be right on their tail.

"Oops! Dead end!" Kit gulped before they soon ran into the door and slammed the door shut as the pirates ran right behind them before they sealed the door as the pirates groaned as the door hit them right in their faces.

"Whew..." Atticus sighed in relief.

There was then pounding outside the door, but Mad Dog was being used as a battering ram by the other pirates.

"We still got company." Thor warned the others.

"Ow! Ohh! Ow! Why me?" Mad Dog groaned from the abuse he was forced to endure.

"The radio room..." Kit said as he realized where they were.

"This is good," Atticus said. "With this, we can get a signal out to somebody to broadcast."

Kit got the microphone and turned it on. "Mayday! Mayday!" he exclaimed as the pirates continued using Mad Dog as a battering ram.

"Stop that!" Karnage glared as he walked in. "What are you thinking?!"

"Thanks, Captain." Mad Dog said in relief as he was put down.

"His head is much too soft," Karnage replied as he came to the door. "We need something harder."

"Mayday, please! Mayday!" Kit pleaded.

"And we don't mean the Russian New Year!" Thor added. "Get us some help!"

"The radio!" Karnage called out.

The air pirates soon brought out their guns and pointed straight at their boss before he bailed as they shot the bullets and they deflected everywhere, making the pirates scatter as they almost got shot themselves.

"Somebody get the blowtorch." Karnage groaned as he struggled to get back up again.

* * *

Meanwhile, Kit was sending out his message on the airwaves. "If anyone can hear me, anyone who flies... This is Li'l Britches," he spoke, hiding underneath the table as Ratchet used the blowtorch outside to cut the door open. "Please, whoever you are, get word to Baloo, please! Tell him Li'l Britches has a message for him!"

Atticus began to hope and pray that Baloo would get the message while Thor did his best to keep calm.

* * *

Meanwhile, a certain bear was drinking from a coconut mug at a familiar location.

"I'm gone, adios, bye-bye~," Baloo laughed and sang to himself before he sat down. "Don't trouble me with trouble, man. I'm gone~... Hey, Louie! Heh ha. Ain't this the life? Heh heh. No bosses, no troubles, no obligations. Heh heh."

"Yeah, cous, you keep saying that every five minutes and you'll believe it in a year or two." Louie replied as he cleaned the inside of another mug.

"Hey! It's true." Baloo remarked.

"Ah, anyone here named Baloo?" A dog, who was an ace pilot, asked, rushing over urgently.

"H-Hey, you're looking at him, Ace." Baloo replied.

"Well, there's a distress call for you from someone named Lil' Britches." The pilot informed.

"What?" Baloo gasped as Louie came over to the radio and turned it on.

"Can't stop them from wrecking the city, but we tried!" Kit's voice called out. "Please tell Baloo! Tell Papa Bear! I'm his navigator! Always."

"And we're his new friends!" Atticus, Lionel, and Thor added.

"Louie, they didn't double-cross me," Baloo said as he ran out of Louie's. "I gotta get back to Cape Suzette."

"Hey man, weren't you paying attention?" Louie warned as he rushed out with Baloo. "Cape Suzette is a death trap!"

"Doesn't matter, I was all wrong about the kids." Baloo replied as he got into the SeaDuck.

"Well, think, Baloo!" Louie replied. "It's miles away! How are you going to get there in time?"

"Overdrive." Baloo said, getting ready to take-off.

"All the way?" Louie warned. "Your motors will fry! You'll melt your plane!" he then hopped away as the docks were broken as the SeaDuck took off.

"Maybe, but I gotta save those boys." Baloo replied as he pushed the orange button on the roof and the overdrive motors went in full blast as the SeaDuck flew in supersonic speed away from Louie's towards Cape Suzette.

"I just pray Baloo got our message..." Lionel remarked as the door was finally opened, and Karnage entered.

"Oh, right, boys; I have you..." Karnage started before he noticed that the boys weren't underneath the desk or in the chair. "...Now."

Aboard the Sea Duck, the engines roared like crazy as Baloo continued his trip. "Hold together, baby...!" he urged the plane.

* * *

Back inside the radio room, Karnage was looking around under the rug and then finally noticed Kit and the others in the ceiling wedges against both the ceiling pillars and the pipe. "There is nowhere to run, you naughty nuisances," The villainous pilot sneered. "Give me the stone!"

"Stone?" Kit asked, gripping the stone even tighter.

"The one behind your back!" Karnage exclaimed, taking out his cutlass and putting it to Kit's nose. "No more guessing-type games!"

"Ohh... That stone... I nearly forgot." Thor smiled nervously.

"Okay, catch!" Kit then said as he bounced stone off the floor and Don Karnage grabbed it, causing him to electrocute himself and cause X-Ray effects.

"Shocking... But we're outta here." Thor said as Kit squeezed from the pipe and ran out of the radio room with his new friends, just as the air pirates who just watched and did absolutely nothing except for one pirate who got shoved down by the boys.

"Oh... Boy!" Karnage grunted as he made it to the door. "Get those kids!"

The air pirates then ran after the four as they ran towards the beak of the Iron Vulture and Kit took out his airfoil. He opened it and was about to jump off, when Dumptruck showed up out of nowhere and grabbed Kit by the sweater. Kit struggled a bit and Dumptruck dangled him over the edge a bit.

"Eh, you going somewhere?" Dumptruck mocked.

"This is bad." Atticus said nervously.

"And I have a feeling it might get worse!" Lionel exclaimed as Karnage strolled up to the group, tossing the stone in his hand.

"My boy, my boy; you cannot make the fool of me twice, yes-no?" Karnage asked.

Dumptruck swung Kit's bag over and Don Karnage grabbed his airfoil.

"Hey!" Kit yelled.

"Interesting toy..." Karnage noted, flicking the foil open and closed; and then he took the airfoil and snapped it in half over his knee. "Oh, but I broke it!"

The pirates all laughed as Kit looked dismayed at this turn of events.

"So, Kit Cloudkicker... You and your friends will kick the bucket, instead of the clouds, eh?" Karnage chuckled. "I made a joke! From now on; I erase you from my list of noble pirates!" He turned, and exited stage left.

"Noble? You're nothing but a cheap crook, Karnage!" Kit snapped as he threw the pieces of his airfoil and they bonked Karnage on the head.

"He's not wrong." Atticus said with a dark smirk just for Karnage.

"Drop him and grab those others next as quick as possible!" Karnage demanded.

Dumptruck soon grabbed Kit by the sweater, putting him over the edge and simply dropped him.

"No!" Kit screamed as he began to fall as this looked like the end. "Noooooooooooooooooooooo!"

"KIT!" Atticus, Lionel, and Thor cried out as Dumptruck soon grabbed Lionel next.

"Uh-oh..." Lionel gulped.

"You're next!" Karnage glared at Lionel.

"No! Don't!" Thor cried out.

"Or what?" Karnage smirked. "You don't scare me, Blubber Boy."

"That's because you aren't aware of what he's capable of!" Lionel remarked as he was dangled over the precipice.

Thor soon began to shake a bit as he looked angered.

"What's wrong?" Karnage asked. "You having a seizure?"

"No, but you're about to!" Thor glared as he charged himself up with some static electricity to channel his thunder and lightning magic.

Karnage yelped as he was electrocuted, startling Dumptruck into letting go of Lionel, who also plummeted over the edge.

"Oh, shoot!" Thor yelped.

"Maybe we should've grabbed Lionel before you did that?" Atticus suggested.

Thor grinned bashfully. Kit and Lionel were falling together as Molly, Rebecca, and Baloo were at the Higher for Hire docks.

* * *

"Mommy, it's Kit and Lionel!" Molly piped up.

The right propeller began to light on fire as the boys kept on free-falling. Somehow; the pull of gravity was forcing Kit to look up, but Kit managed to force himself to look down. He and Lionel both screamed in fear as Baloo raced into the city and managed to get in position to perfectly catch Kit and Lionel a foot from the water by the shirts.

"Baloo?!" Kit exclaimed.

"I got you, Li'l Britches." Baloo smiled. "And your pal, too!"

Lionel just passed out right there as Baloo got him and Kit into the cockpit.

"Gosh... Guess it was too much for him." Kit said out of concern.

"Someone saved the boy?!" Karnage complained. "Shoot them down! Shoot them down!"

Thor blinked a few times and electrocuted Karnage and Dumptruck again, making them both scream out.

"Let's get out of here." Atticus said before he and Thor teleported away.

The Lightning Gun was reset as Ratchet was in his seat, ready to fire.

* * *

**_Back in the SeaDuck..._ **

"You came back for me?" Kit asked Baloo as they got comfortable.

"Ah, you forgot this," Baloo said, giving Kit his cap back, but once the bear cub took it, he turned away from the adult male bear. "Ah, didn't I learn you?" he then asked before turning the cap around. "A navigator wears it that way.

Kit smiled before sparks fell from the ceiling that caused the SeaDuck to slow down to normal speed.

"Oh, great," Baloo groaned from that. "What's next?"

"Look out, Baloo!" Thor warned as he and Atticus appeared. "It's a Lightning Gun!"

"Get them! Get them now!" Karnage ordered, as more shots missed the flying Sea Duck.

"Hold on to your kneecaps!" Baloo told the others, as he did some more wild maneuvers.

"Fry them! Fry them!" Karnage shouted, pulling out his sword.

The Sea Duck flew around the harbor until it reached a bridge.

"Time for a little hide and sneak..." Baloo smirked as he flew under the bridge, missing the spotlight.

"Where did they go?!" Karnage roared. The spotlight went back and then focused on the bridge.

"Burn the bridge!" Karnage demanded.

The lightning gun destroyed the bridge, reducing it to rubble; the spotlight backed away.

"We have made the mincemeat of them, yes-no?" Karnage asked proudly. "Away, my men. Back to pillaging!!" he ordered.

The trap door underneath the Iron Vulture opened and out came various Air Pirates on ropes as Dumptruck got lowered into the window of a bank.

* * *

Back inside Higher For Hire as the place was still ransacked, underneath the wooden stairs, Wildcat held onto Molly while Rebecca was sitting next to him right under the stairs. There was also a lamp on a box. Thor waved a sandwich in front of Lionel's face to get him to wake up in the SeaDuck.

"Come in, Higher For Hire, come in." Baloo's voice called through the radio.

"This is Higher For Hire." Rebecca soon answered the radio on the other line.

"You know, Becky; I still don't like that name." Baloo replied.

"Baloo?" Rebecca asked.

"We're coming home." Baloo smiled.

"Yay, Baloo!" Molly beamed from that.

Everybody else cheered at this as Kit was finally happy again. Lionel mumbled to himself in his sleep.

"Well, he's knocked out, but at least he's alive..." Thor said before he decided to eat the sandwich.

"Thank goodness for that." Atticus replied.

Back at the docks of Higher For Hire, Kit, the boys and Molly watched Baloo drag out stuff from the office, but Rebecca kept taking it and going back inside.

"Come on, Becky," Baloo urged. "Throw your stuff in the Duck and let's scoot!"

But Rebecca was as stubborn as ever, even when faced with certain doom. "No Baloo; I told you, I'm not leaving!" she protested.

"Oh, be sensible, will ya?" asked Baloo. Rebecca grabbed the rug, causing Baloo to go flying with the lamp and landed with a thud on the docks.

"I can't. This is my home." Rebecca explained as shd helped Baloo up.

"Yeah, but Karnage is going to fricassee the city any second!" Baloo exclaimed. Rebecca folded her arms and stood her ground; shaking her head no. "You talk to her, Kit."

"No, Papa Bear; I stay too." Kit remarked.

"What?" Baloo asked.

"We're in too." Thor and Atticus vowed.

"Okay, guys, me too," Baloo then said. "But there's not gonna be much left after Karnage is through," he then turned around to notice that Atticus, Thor, Kit, and Molly were smiling at him and folded their arms. "H-Hey, whoa, whoa, people. I'm not the hero type."

"But you're the only pilot who can do it." Rebecca said as she grabbed his arm, only for him to break out.

"Nope. I'm not listening," Baloo said, covering his ears. "I can't hear a thing."

"But I have a plan." Rebecca told him as she uncovered his ears.

"Not a chance!" Baloo complained. "That gun will flambe my plane before I take off."

"Not if the lightning can't touch it." Rebecca replied as she took out a rubber glove.

Baloo looked confused from that.

* * *

Later, Rebecca was hammering rubber tires onto the nosecone of the SeaDuck. Baloo came with loads of rubber tires as Kit, Wildcat and the others were on the left-wing, nailing tires down.

"You think these tires will really stop the lightning?" asked Kit, taking one of the tires.

Baloo grunted. "Miss Science says rubber and electricity don't mix... I hope she's right!" he replied.

Rebecca pulled up part of a tire against the nail she hammered into the SeaDuck. "Good. Those are the last ones, Baloo." she said, as a stray tire rolled in and flopped onto its side and stopped. Molly climbed out shortly after.

"Oh, Molly; sweetie." Rebecca smiled, grabbing Molly from the tire.

Baloo looked to the mechanic. "Engines ready, Wildcat?"

"Huh? Oh, they're fine," replied Wildcat. "'Course, you burned out your overdrive forever and ever."

"Well, that sounds promising." Atticus sighed.

"Forget it," Baloo replied as he opened the door and brought the boys down from the roof of the SeaDuck onto the dock. "Well, I guess it's time to pay Captain Karnage a visit, fellas."

"Right!" The boys beamed from that.

"Now hold on, Becky." Baloo advised the adult female bear.

"It may not be my plane anymore, but they're my tires," Rebecca replied. "I go."

"Good to have you aboard, Mrs. Cunningham." Thor replied.

"Okay. Let's pull chocks." Baloo declared as he and the others boarded the SeaDuck. "We're off to bag us a lightning gun!"

Baloo closed the door and started the engines. The left propeller teased catching fire with a red flash, but it turned normally in the end. The SeaDuck flew off into the distance, as Molly and WildCat watched and waved to their friends and family.

* * *

"Come on, Lionel, wake up." Thor frowned worriedly.

Lionel groaned as he regained consciousness. Thor then leaned over as he looked like he was about to kiss Lionel awake, Snow White and Prince Charming style. Atticus turned the other way since he knew that was coming and just asked not to watch that sort of thing, but did support his friends if they felt that way. Lionel rubbed his eyes to clear them, so he was completely unprepared for Thor kissing him.

"Mwah!" Thor suddenly kissed Lionel on the lips.

Lionel's entire body went red with surprise at that, and his eyes shot wide open.

"Hey! It worked!" Thor smiled once he saw Lionel woke up.

"Of course it did." Lionel replied, as his blush slowly faded.

"Don't look now, Karnagey; but we're coming to bust up your lawn party!" Baloo announced over his radio.

This threw the pirate captain for a loop, while his goons were busy ransacking the city. "Karnagey?" he asked, before bringing out the microphone from behind the Lightning Gun. "Tell me, foolish flyer; what is your name? So I can carve it on your tombstone!" he sliced Dumptruck's hat in half while said goon was still wearing it.

"Name's Baloo." The bear chuckled.

"Lionel Schwartz."

"Atticus Fudo."

"With Thor Moltenscar!"

"And me, Kit Cloudkicker!"

Karnage was in a state of shock. "I am not believing this... That stupid pilot and the kids too?!" he jumped up and down. "Ooh, they make me very, very, angry!" he swung his sword around. "Blow them away!"

Ratchet prepped the lightning gun as the Sea Duck headed straight for the Iron Vulture.

"Time to lightning up their lives!" Karnage chuckled darkly.

Ratchet pushed some switches on the gun while Baloo did the same for the SeaDuck as it continued heading towards the Iron Various parts of the Lightning Gun began to power-up including the stone itself.

"Fire!" Karnage demanded.

The lightning gun fired and hit the nosecone of the SeaDuck, but it only bounced back a bit. The SeaDuck just kept going.

"What?! Again!" Karnage glared.

Ratchet fired again, but the same result happened.

"We did it!" Rebecca beamed.

"It freakin' worked!" Thor laughed happily.

"Get him!" Karnage glared as he was shocked and angry.

"Wahoo! Haha!" Atticus beamed as he cheered with Kit. "Nothing can stop us now."

"I can't believe it worked!" Baloo exclaimed.

The trap door opened and out came the CT-37's as they fired bullets at the SeaDuck.

"Baloo!" yelled Rebecca as Baloo pushed some switches on the windshield.

"Hold on, I'll try losing them in town!" Baloo then exclaimed.


	8. Chapter 8

Baloo turned the SeaDuck around and flew into the city as the CT-37's chased the plane. One of the planes flew too low and a red wolf crashed onto the street and bounced out of the plane and into a clothing store landing in a mess being handled by a female bear mannequin. The Sea Duck continued going through town as CT-37 after CT-37 literally crashed into buildings while trying to pursue it. Some of them parachuted as the SeaDuck dodged a building, but the pirate crashed through another building on the top floor.

The plane crashed through the building, causing the air pirate onboard to free fall and deploy his parachute. Baloo pulled up, soaring up-up-up the Khan Tower area as more gunfire ensued. The SeaDuck came down and flew through a tunnel as four more planes fired at it. Two of them couldn't pull up and they crashed into the pavement. The final two CT-37's flew in after Baloo as the tunnel was barely wide enough for the SeaDuck as its wings were rubbing against the walls. Rebecca watched on as Baloo flicks another switch, and flew the plane down slightly as the pirates panicked due to the low clearance sign. They flew down too low and crashed into the pavement, and yet, they bounced off and opened their parachutes anyway.

Lionel whooped. "If you can't fly, don't mess with the eagle!" he exclaimed as Baloo flew right back towards the Iron Vulture.

"They're still coming?! Quick, quick! Close the beak, close the beak!" Karnage panicked, as two pirates used the wheel pulley system to try to close the beak, but they were moving too slowly as Karnage ran inside.

"We're not gonna make it, are we?" asked Rebecca.

"Dunno, Becky; but we're gonna try." replied Baloo, as he kept on flying right towards the beak of the Iron Vulture while the crew tried to close it.

"Faster, faster! Close it faster!" screamed Karnage at the pirates, but Baloo had the lightning gun directly in his sights, and there was no stopping him.

Rebecca and Kit embraced one another, and Lionel and Thor did as well as Baloo shut his eyes.

"Sorry about this, baby..." Baloo said, tearfully, as he crashed into the lightning gun, tearing off the Sea Duck's wings, and breaking the massive weapon into pieces.

Screaming abounded as the SeaDuck and Lightning Gun bounced around, shooting lasers at the pirates. The pirates scattered in various directions. Everybody else bouned and shook in the cockpit while Atticus looked like he was going to be sick. The SeaDuck bounced to the trapdoor which opened and both it and the Lightning Gun pieces all free fall from the Iron Vulture. Everybody held onto each other as the plane reached into a new maneuver.

"We're in a tailspin!" Baloo cried out.

"Ah! Ah! He said it! He said it!" Thor laughed.

"I can't hold her steady!" Baloo continued as the SeaDuck spiraled down as the Lightning Gun fell into the ocean first, causing a red circle to appear.

The stone exploded which caused a gush of water to column up and hit the SeaDuck.

* * *

Back inside the cockpit, everybody else began to embrace Baloo.

"Just give me a few more seconds, baby." Baloo said as the SeaDuck rode a giant tsunami and got engulfed by it.

Shere Khan looked outside with his binoculars at the flooding due to the explosion from a window of his tower. "Hmm... A pity. That was a pilot to be reckoned with. Scramble the planes." he then said as he walked off with a shudder as the window closed up.

The sirens wailed as the water levels dropped considerably throughout the city. 

As the water dropped to ground level, out popped Rebecca coughing. "Kit!" she exclaimed, as the young cub coughed.

"Baloo!" Kit called. 

Baloo finally showed up coughing, as only the steering wheel was what remained of the Sea Duck. He then turned to his right and noticed the plane was sinking into the ocean. "My plane..." he then said sadly, gazing down at the flight stick.

Kit and Rebecca looked at him, then looked up to see 30 airplanes in the air heading towards the Iron Vulture as it was smoking but still flying.

"To your posts, men. We will fight to the last man!" Don Karnage declared, taking out his sword; then, gunfire ensued inside the wheelhouse, thanks to the airplanes outside. He then fell down as the right blimp got burst and caught ablaze. "Then again... Retreat! Retreat! Full speed behind!"

And with that order, the Iron Vulture slowly turned around and flew away from Cape Suzette limping on one blimp. Fire was set on the left blimp as more gunfire ensued. Baloo and the others watched from the beach, as Molly and Wildcat arrived.

"Mommy!" Molly exclaimed, as Rebecca came over and hugged her daughter, while Wildcat and Kit danced around on the sand.

"Guys, you did it!" Wildcat exclaimed as Baloo got one last look at his beloved plane, sinking beneath the waves.

"Yeah, we did it..." Baloo sighed, feeling melancholy.

"We did it! We did it! Hooray!" Thor beamed.

Baloo let out a sigh. Thor frowned from that, feeling concerned.

* * *

At the Higher for Hire docks, someone was there waiting for them who appeared to be a big and tall badger like Thor as he had arrived with his car.

"That must be Drell." Lionel pointed out.

"Go away!" Baloo called from inside.

"Ah, Baloo; just come out and fly!" Kit protested, opening the door and dragging Baloo out of the office by the flight stick around his hands.

"Look, without the Duck I'm grounded," Baloo explained. "Hey! Give me that back!"

"Stop being such a baby...!" Kit grunted. "It's been a week since Ms. Cunningham and Molly got an apartment and all you've done is sit around on your duff!"

Baloo got to his feet, a bit surprised. "A week? I haven't flown in a week? ...Okay. Well, let's see this plane of Becky's."

"Ah, Baloo; you're gonna love it." Kit urged as he led his friend around the corner.

"Yeah, yeah," Baloo grumbled. "Don't blow a gasket."

Atticus and Thor chuckled with each other as they were sure that Baloo would love this.

Baloo was then led to where the SeaDuck Mark II was shown as the adult male bear was shocked so much that he dropped the broken flight stick. "What?"

Rebecca and Molly were on the docks with Wildcat on the right-wing, checking the engine.

"Surprise!" Rebecca and Atticus called out.

"Happy New Year!" Wildcat smiled.

"Surprise!" Lionel, Thor, and Molly added.

"Haha. Surprise!" Kit smiled.

"The SeaDuck!" Baloo beamed.

"Yeah," Wildcat replied as he wiped the propeller with a towel. "Good as pretty and twice as new."

"My baby." Baloo beamed as he ran over to the SeaDuck door and hugged it like a human being.

"Well... Actually, she's my baby," Rebecca smirked as she brought out the deed. "I paid to have it put back together, piece by piece. I own it again."

"But, but, but..." Baloo stammered from that.

"But Mrs. Cunningham does need a pilot." Atticus then said.

"So... You gonna be my pilot or what?" Rebecca asked, batting her eyelashes at Baloo, who looked surprised as Molly gave him a wide-eyed smile at him.

"Whaddya say, Poppa Bear?" asked Kit.

Baloo pondered for a bit, and then tipped his hat.

Soon after, Lionel, Thor, Drell, and Atticus watched as the Sea Duck II soared through the sky, with Kit cloud surfing on his repaired airfoil, now wearing goggles.

"Now, I'm just doing this for you till I can buy back the Duck back." Baloo said as he flew the plane.

"Of course," Rebecca nodded.

"I can't be tied down or nothing, right?" stated Baloo.

"Oh, right, Baloo." Rebecca replied with an air of smugness.

"And about that name... I still don't like 'Higher For Hire'." Baloo pointed out.

"Get used to it, Baloo!" Rebecca chuckled, as the Sea Duck II vanished into the clouds.

"You guys have fun?" Drell asked the three.

"Oh, Uncle Drell, it was incredible!" Thor beamed. "We became the Pilots of the Caribbean!"

"I have no idea what that means, but that sounds like fun." Drell chuckled.

"We have matching jackets now," Lionel replied, holding up a leather jacket with the words on the back of them, along with a design of three biplanes. "Not to mention, we have plenty of tales to spin, from all the trouble we got in."

"But we're still friends for life, through thick and thin," said Atticus. "With another tale to spin!"

"Well, I'm glad you guys got to have fun," Drell said as he took them to the car to get them back home. "And here I thought you'd be missing the girls too much to do anything fun."

"Aw, we got it," Thor chuckled. "Time flies when you're having fun."

"Yes, and that reminds me..." Drell said before he caught a clock that seemed to fly by with a pair of wings before it began to ring as it hit a certain time before they all changed back to their normal forms.

"Talk about perfect timing," Lionel replied as he climbed into the car and buckled up. "Two weeks passed way quicker than I thought it would."

"Well, like they say, time flies while you're having fun." Drell replied as he took them back home.

"Thanks for the fun adventure, Drell," Atticus said. "We really appreciate it."

"Gosh! I'll say!" Thor added.

"Well, you're very welcome," Drell replied. "Never say I never did anything for you."

"Got it." Lionel replied as they were soon back in their cottage, at least a few minutes before Mo and Cherry were scheduled to return from their respective adventures.

* * *

The three sat and lounged together.

"So... Thor... That kiss?" Atticus asked. "What were you trying to accomplish?"

"I thought I'd kiss him awake like Snow White." Thor smiled bashfully.

"...I didn't mind..." Lionel blushed, shuffling his feet.

"You actually kissed him...?" Drell asked his nephew between laughs. "I'm sorry! I don't mean to laugh, but... That's kind of funny and adorable!"

"It was sort of my last resort," Thor looked bashful. "My usual trick of a freshly cooked sandwich didn't work."

"Heh," Drell smirked. "If Hilda were in the same situation, I'd probably kiss her awake... As well as a few other, inappropriate for children things I should not mention."

"And I'm glad none of us have heard what those things ARE." Lionel replied.

"Unless you'd like me to tell you." Drell said.

Atticus, Lionel, and Thor begged desperately for him not to tell them.

"I was just kidding!" Drell laughed as they went back home. "Ah, you guys need to lighten up a little bit."

The boys rolled their eyes with weary expressions as they soon returned to their own universe.

* * *

Hilda was shown to be in the kitchen, washing the dishes.

"Hilda, we really don't have to do this," Zelda told her sister. "The kids are old enough to do their own dishes and chores."

"Oh, I couldn't help it," Hilda replied. "I just thought it'd be nice if they had a motherly touch with them."

"Hi, everybody!" Lionel exclaimed in a Dr. Nick Riviera impression as he, Thor, and Atticus walked in through the door.

"Hi, Lionel and Company!" Hilda and Zelda replied.

"Hilda and Zelda?" Atticus asked. "What're you doing here?"

"Oh, Zelly and I just thought you'd like a little womanly touch in your home to make you feel more at home." Hilda smiled innocently.

"Ah... Well, we appreciate it very much," Lionel replied. "And I assume Drell will definitely appreciate you being here."

Drell peeked his head in a bit.

"Hi, there~" Hilda smiled and waved at him.

"Hey, hey, hey!" Drell beamed as he ran past the boys, getting them out of his way as he came to see her. "Hi."

"Hi." Hilda smiled.

"Hi." Drell smiled back.

"...Boy, this is riveting conversation." Atticus smirked.

"Yeah," Thor nodded. "So riveting, that we shouldn't stick around to hear it."

"Sorry about that," Zelda crossed her arms. "I didn't want to come here, but Hilda practically dragged me out of the house, but it is nice to see you guys... Especially since it's just me and Hilda these days."

"It's good to see you too, Aunt Zelda," Thor replied. "I can call you that, right?"

"...I suppose that would be fine," Zelda shrugged. "Also, the girls should be back soon so you can tell them all about your new adventure."

"Awesome!" Lionel beamed as he went back to the bedroom and flopped down onto the bed.

Thor and Atticus soon went to do their own thing. Zelda shuddered a bit as her sister was busy, so she decided to get to her own space as well.

"I bet they'll be surprised to hear about our adventure," smiled Thor. "And maybe they'll have neat stories of their own!"

"That would be nice," Atticus smiled back. "We had a pretty good one ourselves."

"One for the books..." Thor added as he took out a random scrapbook.

"Yep." Atticus agreed.

* * *

Eventually, the girls came back home from what they were up to and were eager to see the guys again after a long time apart from each other.

"Crikey! You've returned!" Lionel exclaimed. "Glad to have you both back!"

"You knew we would be back." Cherry replied.

"Yeah, but we missed you a bit," Thor smiled as he came towards them. "And you know what that means..."

Cherry backed up, only to get pulled into the hug with Mo as Thor bear-hugged them both happily, making her flail out her legs until they got tired.

"Ah... I missed these." Lionel sighed, feeling rather comfortable.

"We have so much to tell you!" Thor beamed at the girls.

"Heh, so do we," Cherry replied. "But first... Ya gotta do me a favor."

Thor already knew what she was going to say, so he let the girls go back on the floor as they got settled back in.

"That's more like it." Cherry nodded from that.

"Alright, and now we can tell our story!" Lionel explained, sitting up in the top bunk. "See, it all started on a clear, blue afternoon... The kind where anything could happen... And often _does!"_

"This is gonna be a pretty interesting story," Cherry remarked. "I can tell."

"You have no idea." Thor grinned from that.

And so, Lionel continued telling the tale, but you already know how it goes by now.

The End


End file.
